EXHIBIT II
Page 1 of 2
FREELANCER AGREEMENT DATE: December 19, 2013
FREELANCER NAME (REFERRED TO BELOW AS “INDEPENDENT CONTRACTOR”):
Suzanne DeWorken
INDEPENDENT CONTRACTOR’S ADDRESS:
56 Woodledge Ct., Rockaway, NJ 07866
SOCIAL SECURITY OR TAXPAYER I.D. NUMBER.
On file
PEARSON EDUCATION, INC. (“Company”) hereby engages Independent Contractor to provide the following services (Services”) and
deliver the following materials to the Company’s satisfaction (attach additional sheets if necessary):
Proofreading/Copyediting of Instructor’s Manual for Griffin/Pustay – International Business: A Managerial
Perspective, 8e
TERM. The term of this Agreement shall commence on _______December 19, 2013_____, and shall continue until ___January 15, 2014__ or until the Services described
above are completed (hereinafter the “Term”). Notwithstanding the foregoing, the Company may at any time during the Term terminate this Agreement on ten day’s written
notice.
COMPENSATION. In full consideration for the performance of Independent Contractor’s Services hereunder, and for any rights granted or relinquished by Independent
Contractor under this Agreement, the Company shall pay to the Independent Contractor, by check mailed to the address set forth above, the sum of $500_, to be paid as follows
(if other method of payment, specify: lump sum
SUBMITTED BY:
(PRINT NAME OF INDEPENDENT CONTRACTOR)
Suzanne DeWorken
SIGNATURE OF
INDEPENDENT CONTRACTOR DATE:
PEARSON EDUCATION, INC. (“COMPANY”)
APPROVED BY: DATE:
PEARSON EDUCATION
ONE LAKE STREET
UPPER SADDLE RIVER, NJ
07458
1. INDEPENDENT CONTRACTOR. Independent Contractor agrees to perform the
Services solely as an Independent Contractor and not as an employee of Company. The parties
to this Agreement recognize that this Agreement does not create any actual or apparent agency,
franchise, partnership, joint venture, or relationship of employer and employee between the
2. SOLE COMPENSATION. Independent Contractor’s sole compensation under this
Agreement shall be the fee provided for on Page 1 of this Agreement. The Independent
Contractor shall not be entitled to participate in any of Company’s employee benefits, including
3. TAXES AND WITHHOLDING. The Company shall not be liable for workers’
compensation, unemployment insurance, employers’ liability, employer’s FICA, social security,
withholding tax, or other taxes or withholding for or on behalf of Independent Contractor or any
other person, persons, firms or corporations consulted or employed by Independent Contractor in
performing Services under this Agreement. It is understood, however, that in the event
Contractor.
4. INDEPENDENT CONTRACTOR’S OTHER ACTIVITIES. This Agreement shall not limit
Independent Contractor’s right to perform services for parties other than Company or its affiliates.
In addition, Company remains free to contract with other consultants to provide the same of
similar services.
5. RIGHT TO HIRE OTHERS. The Independent Contractor has the right to hire individuals
6. PROPRIETARY RIGHTS. Independent Contractor acknowledges that it has no right to or
interest in the work or product resulting from the Services, or any of the materials created in
connection with the Services, including, but not limited to, all studies undertaken by or reports
United States, and that Company is therefore the owner of all copyrights in and to such
Materials. In the event that such Materials, or any portion thereof, are for any reason deemed
not to have been works made for hire, Independent Contractor hereby assigns to Company any
and all right, title, and interest in and to the Materials, including all copyrights, all present and
and all other rights, title and interest therein. Independent Contractor hereby waives any and all
claims that it has now or hereafter in any jurisdiction throughout the world to so-called moral
rights or droit moral with respect to any Materials.
7. WARRANTY. Independent Contractor warrants that it has the full power and authority to
enter into and perform this Agreement; that the work, product, or materials resulting from the
8. COMPLIANCE WITH LAWS AND POLICIES.
A. In the performance of this Agreement, Independent Contractor agrees to abide by
all present and future laws, rules, or regulations of Federal, state, or municipal governments,
agencies, or bodies (including all worker’s compensation laws and occupational safety laws), and
9. CONFIDENTIALITY.
A. In connection with the performance of the Services hereunder, Independent
Contractor will be exposed to confidential and proprietary information belonging to Company or
to the publishing operations regarding the Company and its businesses (“Confidential
shall include, but not be limited to, the following items relating to the Company’s business:
administrative procedures and manuals; business and financial plans, operations, projections,
results and prospects; computer programs; customer, author, employee, price, product,
the Company any and all materials in his possession containing such Confidential Information.
C. Independent Contractor shall use the highest degree of care in safeguarding the
Confidential Information and any Materials created in the performance of the Services
hereunder.
D. Independent Contractor agrees that the Company will be irreparably injured by
disclosure of its Confidential Information. Therefore, Independent Contractor agrees that
10. ADVERTISING. Independent Contractor shall not, without the prior written consent of
Company, use Company’s name in any of its advertising or promotional literature or otherwise
refer to its retention to render consulting services hereunder.
11. INDEMNIFICATION/ REMEDIES. Company shall not be liable for injury or death
occurring to Independent Contractor or any of its employees or other assistants in the course of
this Agreement. Independent Contractor shall indemnify Company for any damages, claims,
liabilities, and costs, including reasonable attorney’s fees and costs, or losses of any kind or
obligation, to defend and/or settle any claim hereunder. Company reserves all remedies
available to it at law and in equity. Independent Contractor waives any and all right to injunctive
relief in the event of any dispute with Company. Company shall not be liable to the Independent
Contractor for incidental, consequential or special damages or lost or imputed profits and/or
12. GENERAL TERMS.
A. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND FULLY PERFORMED THEREIN, AND THE STATE COURTS
B. Any notices to either party under this agreement shall be in writing and delivered
by hand or sent by registered or certified mail, return receipt requested, to the address set forth
above or to such other address as that party may hereafter designate by notice, and in the event
of notice to company, with a copy to legal department, PEARSON EDUCATION, INC., One Lake
Street, Upper Saddle River, NJ 07458, Attention: Vice President and Deputy General Counsel.
C. This Agreement and the obligations under it are not assignable by Independent
and no negotiation, exchange of draft, partial execution or partial performance shall be deemed
to imply an agreement. Neither the continuation of performance nor course of dealing nor any
other conduct shall be deemed to imply a continuing agreement upon the expiration of this
Agreement.