Okay, thanks -- I have it.
I presume your concern is over Section 8 through 8.3.
Section 8 is enforceable against you.
Section 8.1 violates Bus. & Prof. Code 16600 and is unenforceable, because it is an attempt to restrain your ability to compete after the contract terminates.
Section 8.2 is likewise unenforceable.
Section 8.3. is enforceable to the extent that you would disclose the company's customer lists. However, if you independently contact the clients and vendors from your own memory and using publicly available resources to obtain their contact information, then the Section is unenforceable, also in restraint of trade under Bus. & Prof. Code 16600.
Section 7 is important, because everything in Section 8 of the agreement is enforceable against you until the agreement terminates. Thus, if you provide 30-day written notice of termination to the other party (i.e., on March 4, 2012), then on April 3, 2012, you are free to do whatever you wish, subject to my explanation re Section 8-8.3, above.
Section 11.2 makes the contract subject to the laws of the State of South Dakota. This clause is also unenforceable, because the contract was intended to be performed in California (I assume that's where you have been selling the product). Were contracting parties able to avoid California law by simply making their contracts to be performed in California subject to the law of a different jurisdiction, no one would ever have to follow California law.
One other thought is that this contract, despite its being called an independent contractor agreement, is almost certainly an employment contract, because it clearly restricts the independent contractor's independence in Section 7, and it is actually terminable "at will," by the company under Section 7.3, as it provides the company unlimited discretion as to the reason for termination. Which means that if the company were to give you difficulties, you could simply file an IRS Form SS-8
with the IRS, a Cal. BOFE complaint form
, and a Cal. EDD Form DE 660
, and the company would be in an incredible amount of trouble for failing to remit payroll taxes (FICA, unemployment insurance, workers' compensation, SDI, etc.).
Hope this helps.
And, if you need to contact me again, please put my user id on the title line of your question (“ToCustomerrdquo;), and the system will send me an alert. Thanks!