INDEPENDENT CONTRACTOR AGREEMENT
Director of Community Relations
The UPLIFT Foundation, Inc.
This Independent Contractor Agreement (the “Agreement”) is entered into as of the date signed below (the “Effective Date”), by and between:
THE UPLIFT FOUNDATION, INC., an Oregon 501(c)(3) nonprofit corporation, with its principal office at 3605 Lilligard Ln S, Salem, Oregon 97302 (hereinafter referred to as “UPLIFT” or “the Foundation”);
and
ONI X, an individual residing in Salem, Oregon, operating as Equity by Design, LLC (hereinafter referred to as “Contractor”).
UPLIFT and Contractor are collectively referred to herein as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, UPLIFT Foundation is a 501(c)(3) nonprofit organization dedicated to bridging the inequity gap for underprivileged young adults through software engineering training, mentorship, professional development, and college preparation;
WHEREAS, UPLIFT is launching a new cohort in Salem, Oregon consisting of five young women with backgrounds in robotics, and requires community engagement support to ensure the success of this cohort and the Foundation’s broader mission;
WHEREAS, Contractor possesses significant experience in community engagement, event coordination, equity-focused communications, and STEM education advocacy in the Salem-Keizer community, including service on the City of Salem Human Rights Commission and the Oregon Employment Department Equity and Inclusion Council;
WHEREAS, Contractor previously served as a volunteer board member of the UPLIFT Foundation and desires to continue supporting the Foundation’s mission in a contracted, non-officer, non-board capacity;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Engagement and Contractor Status
1.1 Engagement. UPLIFT hereby engages Contractor, and Contractor hereby accepts engagement, as an independent contractor to serve in the role of Community Relations Partner for the Foundation, subject to the terms and conditions set forth in this Agreement.
1.2 Independent Contractor Status. Contractor is an independent contractor and is not an employee, agent, partner, officer, or director of UPLIFT. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties. Contractor shall not be entitled to any employee benefits, including but not limited to health insurance, retirement benefits, workers’ compensation, or unemployment insurance. Contractor is solely responsible for the payment of all federal, state, and local taxes, including self-employment taxes, arising from compensation received under this Agreement.
1.3 Non-Officer, Non-Board Designation. Notwithstanding the title “Community Relations Partner,” the Contractor’s role is strictly that of an independent contractor. This title is a functional designation for the purposes of this Agreement only and does not confer upon Contractor any status as a corporate officer, director, board member, or fiduciary of UPLIFT as defined in UPLIFT’s Bylaws, Articles of Incorporation, or under Oregon nonprofit corporation law. Contractor shall have no authority to bind or commit the Foundation, execute contracts, authorize expenditures, or act as a signatory on behalf of the Foundation unless specifically and expressly authorized in writing by the Executive Director.
1.4 Resignation from Board. To the extent that Contractor holds or is deemed to hold any board seat, advisory position, or officer role with UPLIFT, Contractor hereby resigns from all such positions effective as of the Effective Date of this Agreement. Any prior board or volunteer relationship between Contractor and UPLIFT is hereby terminated and superseded by this Agreement.
2. Term and Renewal
2.1 Initial Trial Period. The initial term of this Agreement shall be three (3) months, beginning on the Effective Date and ending on August 1, 2026 (the “Initial Term”), unless earlier terminated in accordance with Section 9 of this Agreement.
2.2 Renewal. Upon satisfactory completion of the Initial Term, as determined by mutual agreement of the Parties, this Agreement may be renewed for successive three (3)-month terms upon written agreement by both Parties. The Executive Director shall conduct a performance review prior to each renewal. Any renewal may include revised compensation, scope of work, or other terms as mutually agreed upon in writing.
2.3 Performance Review. The Executive Director shall conduct a written performance evaluation at the conclusion of the Initial Term, assessing the Contractor’s effectiveness, deliverables completed, community engagement outcomes, recruitment results, volunteer engagement, and alignment with the Foundation’s mission and values.
3. Scope of Work
3.1 General Duties. Contractor shall serve as UPLIFT’s primary community engagement liaison and recruitment coordinator in the Salem-Keizer area, responsible for building and maintaining relationships with community partners, recruiting and coordinating volunteers, coordinating events, supporting communications, and advancing the Foundation’s visibility, mission, and sustainability. Specific duties include, but are not limited to:
A. Community Engagement and Outreach
- Develop and maintain relationships with community organizations, schools, faith-based organizations, and civic leaders in the Salem-Keizer area to advance UPLIFT’s mission
- Serve as a community ambassador for the Foundation, attending community events, networking meetings, and civic forums
- Identify and cultivate partnerships with organizations serving underprivileged communities, including but not limited to the Salem-Keizer NAACP, Black Joy Oregon, the C.R.A.W.L, and Marion-Polk Food Share
- Support recruitment and community awareness for the current Salem cohort of five young women with robotics backgrounds
B. Event Coordination
- Plan, coordinate, and execute Foundation events, including community awareness events, cohort showcases, and graduation celebrations
- Coordinate logistics including venue selection, vendor management, volunteer coordination, and day-of event management
- Identify community events where UPLIFT can participate or have a presence
3.2 Time Commitment. Contractor shall dedicate approximately fifteen (15) to twenty (20) hours per month to UPLIFT activities. Contractor shall have flexibility in scheduling, provided that Contractor is available for scheduled events, meetings, and deadlines as reasonably required by the Foundation.
3.3 Reporting. Contractor shall report directly to the Executive Director and shall provide a brief written monthly activity report summarizing activities performed, community contacts made, events attended or planned, and any recommendations for the Foundation’s community engagement strategy.
4. Volunteer Recruitment
4.1 Recruitment Responsibility. Contractor shall be responsible for identifying and recruiting a team of volunteers in support of UPLIFT’s programs and operations. The composition, size, and structure of the volunteer team shall be determined by the Executive Director. All volunteer management, coordination, and supervision shall remain the responsibility of the Executive Director.
4.2 Outreach. Contractor shall actively identify and recruit qualified volunteers from the Salem-Keizer community and beyond, including but not limited to professionals with expertise in technology, education, community outreach, event coordination, and fundraising.
4.3 Reporting. Contractor shall include a summary of recruitment activities and new volunteer referrals in the monthly activity report described in Section 3.3.
5. Compensation
5.1 Monthly Compensation. UPLIFT shall pay Contractor a flat monthly fee of One Thousand Five Hundred Dollars ($1,500.00) for services rendered under this Agreement, payable in two (2) equal installments of Seven Hundred Fifty Dollars ($750.00) each, due on the first (1st) and fifteenth (15th) of each month.
5.2 Expense Reimbursement. UPLIFT shall reimburse Contractor for reasonable, pre-approved, out-of-pocket expenses directly related to the performance of duties under this Agreement. All expenses exceeding Fifty Dollars ($50.00) must be approved in writing by the Executive Director prior to being incurred. Contractor shall submit itemized expense reports with receipts within thirty (30) days of incurring such expenses.
5.3 Tax Obligations. Contractor acknowledges and agrees that she is solely responsible for the reporting and payment of all applicable federal, state, and local taxes, including income tax and self-employment tax. UPLIFT will issue an IRS Form 1099-NEC to Contractor for all compensation paid under this Agreement in excess of $600 in any calendar year. Contractor agrees to provide UPLIFT with a completed IRS Form W-9 prior to the first payment under this Agreement.
5.4 No Benefits. Contractor shall not be entitled to any benefits provided by UPLIFT to its employees, including but not limited to health insurance, retirement plans, paid time off, or workers’ compensation coverage.
6. Confidentiality
6.1 Confidential Information. Contractor acknowledges that in the course of performing services under this Agreement, Contractor may receive or have access to confidential, proprietary, or sensitive information belonging to UPLIFT, including but not limited to: donor lists and contact information; student and cohort participant personal information; materials and program designs; board communications and meeting minutes; and any other information designated as confidential by UPLIFT (collectively, “Confidential Information”).
6.2 Non-Disclosure. Contractor agrees to hold all Confidential Information in strict confidence and shall not, without the prior written consent of UPLIFT, disclose, publish, or otherwise reveal any Confidential Information to any third party during or after the term of this Agreement. Contractor shall use Confidential Information solely for the purpose of performing services under this Agreement.
6.3 Student Privacy. Contractor shall comply with all applicable federal and state privacy laws regarding the personal information of cohort participants, including FERPA to the extent applicable. Contractor shall not disclose any student information to any third party without the prior written consent of the student (or parent/guardian if the student is a minor) and UPLIFT.
6.4 Survival. The obligations set forth in this Section 5 shall survive the termination or expiration of this Agreement for a period of two (2) years.
7. Non-Solicitation
7.1 Non-Solicitation of Personnel and Board Members. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Contractor shall not, directly or indirectly, solicit, recruit, encourage, or induce any board member, officer, employee, contractor, volunteer, or program participant of UPLIFT to leave their position with or participation in UPLIFT, or to join, work for, or become associated with any other organization, without the prior written consent of the Executive Director.
7.2 Non-Solicitation of Donors. During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Contractor shall not, directly or indirectly, solicit any donor, sponsor, funder, or prospective donor of UPLIFT for the benefit of any other organization with a substantially similar mission, without the prior written consent of the Executive Director.
8. Non-Disparagement
Both Parties agree that they shall not, at any time during or after the term of this Agreement, make or publish any disparaging, defamatory, or derogatory statements, whether written or oral, about the other Party, the Foundation’s board members, officers, employees, volunteers, program participants, or the programs and services of the Foundation. Nothing in this Section shall prohibit either Party from providing truthful testimony in any legal proceeding or from making truthful statements to any governmental authority.
9. Intellectual Property and Work Product
9.1 Work Product. All work product, materials, documents, content, designs, social media content, communications, and other deliverables created by Contractor in the performance of services under this Agreement shall be the sole and exclusive property of UPLIFT (“Work Product”). Contractor hereby assigns to UPLIFT all right, title, and interest in and to the Work Product, including all intellectual property rights therein.
9.2 Pre-Existing Materials. Nothing in this Agreement shall transfer ownership of Contractor’s pre-existing intellectual property, including materials, curricula, frameworks, or methodologies developed by Contractor through Equity by Design, LLC or other prior work. If Contractor incorporates any pre-existing materials into the Work Product, Contractor hereby grants UPLIFT a non-exclusive, royalty-free, perpetual license to use such materials solely in connection with the Foundation’s programs and operations.
10. Termination
10.1 Termination Without Cause. Either Party may terminate this Agreement at any time, with or without cause, upon fourteen (14) days’ written notice to the other Party.
10.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches any provision of this Agreement and fails to cure such breach within seven (7) days of receiving written notice of the breach; (b) engages in conduct that is materially harmful to the reputation, mission, or operations of the Foundation; (c) is convicted of or pleads guilty to any felony or misdemeanor involving dishonesty or moral turpitude; or (d) becomes unable to perform the services contemplated by this Agreement due to death, disability, or incapacity.
10.3 Effect of Termination. Upon termination or expiration of this Agreement, Contractor shall: (a) immediately cease all work on behalf of UPLIFT; (b) return all Confidential Information, Work Product, and Foundation property in Contractor’s possession; (c) provide a final activity report covering the period since the last monthly report; and (d) cooperate with UPLIFT in the orderly transition of duties and community relationships. UPLIFT shall pay Contractor for all services satisfactorily rendered through the effective date of termination, prorated on a daily basis.
11. Representations and Warranties
Each Party represents and warrants to the other that:
- They have the full right, power, and authority to enter into and perform this Agreement.
- The execution and performance of this Agreement does not and will not conflict with any other agreement, obligation, or court order to which such Party is bound.
Contractor additionally represents and warrants that:
- Contractor has disclosed to UPLIFT any and all legal restrictions, regulatory actions, or governmental orders that may affect Contractor’s ability to serve in a leadership, fiduciary, officer, or director capacity for any nonprofit organization.
- Contractor will promptly notify UPLIFT of any changes to such restrictions during the term of this Agreement.
- Contractor’s performance of services under this Agreement as an independent contractor does not violate any existing legal restrictions, regulatory actions, or governmental orders applicable to Contractor.
12. Indemnification
Contractor shall indemnify, defend, and hold harmless UPLIFT, its board members, officers, employees, volunteers, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (a) any breach by Contractor of this Agreement; (b) any negligent or wrongful act or omission of Contractor in connection with the performance of services under this Agreement; or (c) any violation by Contractor of applicable law, regulation, or governmental order.
12. Conflict of Interest
Contractor shall disclose to the Executive Director any actual or potential conflicts of interest that may arise during the term of this Agreement, including but not limited to: relationships with organizations that compete with UPLIFT for funding or participants; financial interests in entities that do business with the Foundation; and any other circumstances that could reasonably be expected to impair Contractor’s objectivity or create an appearance of impropriety. Contractor shall complete the Foundation’s Annual Conflict of Interest Disclosure form as required.
13. Dispute Resolution
If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions, the Parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The Parties further agree that any unresolved controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $50,000, in which case the dispute shall be heard by a panel of three arbitrators.
14. General Provisions
14.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations, whether written or oral, relating to the subject matter hereof. Any prior board membership, volunteer relationship, or other engagement between Contractor and UPLIFT is hereby superseded by this Agreement.
14.2 Amendments. This Agreement may not be amended, modified, or supplemented except by a written instrument signed by both Parties.
14.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law provisions.
14.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
14.5 Waiver. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the Party making the waiver.
14.6 Assignment. Contractor may not assign or transfer this Agreement, or any rights or obligations hereunder, without the prior written consent of UPLIFT.
14.7 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent by email to the addresses below, or when delivered by certified or registered mail to the physical addresses listed herein.
14.8 Independent Legal Counsel. Contractor is hereby advised and encouraged to consult with an attorney of Contractor’s choice, at Contractor’s expense, before signing this Agreement. Contractor acknowledges that she has had an adequate opportunity to do so.
Signatures
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) written below.
Please sign below to indicate your agreement to the terms of this Independent Contractor Agreement.