STENO AGENCY, INC.
COURT REPORTER AGREEMENT
Effective: As of September 13, 2021
This Court Reporter Agreement (the “Agreement”) is entered into by and between Steno Agency, Inc., a Delaware corporation (“Company”) and YOU, a court reporter, as that term is generally understood (“Court Reporter”). By entering into our portal and/or accepting to engage in Services with Company, you have agreed to the terms in this Agreement.
Table of Contents
Engagement of Services
Company may make available assignments to Court Reporter for court reporting services, which may include but are not limited to, swearing in witnesses, transcribing depositions and/or other litigation-related proceedings, reading aloud portions of the record when requested, preparing and certifying transcripts, and performing related services (“Services”). Court Reporter will render any Services accepted by Court Reporter by the completion dates set forth by Company, by Company’s customers, and/or by statute, whichever is earliest. Court Reporter agrees to use its best efforts to render Services, including providing rough and certified transcripts, in a timely fashion and to reasonably communicate with Company regarding the status of any pending Services.
Company will pay Court Reporter for work completed pursuant to this Agreement. The fees and schedule for payment will be provided to Court Reporter separately. Court Reporter will be paid as soon as reasonably practicable, generally within one week following the delivery of Court Reporter’s completed work (i.e., ascii files or other materials) and the submission of an invoice. In no event will Court Reporter’s compensation be tied to, or contingent on, the outcome of any case.
Representations and Warranties
Court Reporter represents and warrants that it possesses all relevant licenses or certifications to perform the Services, i.e., as a notary or certified court reporter, as required by the applicable jurisdiction. Court Reporter further represents and warrants that the Services will be performed in a professional manner and in accordance with the industry standards, all applicable laws, rules and regulations, and any requirements set forth by Company. In addition, as stated in more detail below, Court Reporter will comply with all applicable federal, state, local and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability, and other contributions.
Independent Court Reporter Relationship
Court Reporter’s relationship with Company is that of an independent Court Reporter, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship between Company and any of Court Reporter’s employees or agents. Court Reporter is not authorized to make any representation, contract or commitment on behalf of Company. Court Reporter will not be entitled to any of the benefits that Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. Because Court Reporter is an independent Court Reporter, Company will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on behalf of Court Reporter. No part of Court Reporter’s compensation will be subject to withholding by Company for the payment of any social security, federal, state or any other employee payroll taxes. Accordingly, Court Reporter is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of Services and receipt of fees under this Agreement. Court Reporter is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing Services under this Agreement. Company will regularly report amounts paid to Court Reporter by filing Form 1099-MISC with the Internal Revenue Service as required by law. If, notwithstanding the foregoing, Court Reporter is reclassified as an employee of Company, or any affiliate of Company, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal or state or foreign agency as the result of any administrative or judicial proceeding, Court Reporter agrees that Court Reporter will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by Company.
Court Reporter agrees that during the term of this Agreement and thereafter, it will not use or permit the use of any Confidential Information in any manner or for any purpose not expressly set forth in this Agreement. Court Reporter also agrees that it will hold such Confidential Information in confidence and protect it from unauthorized use and disclosure, and it will not disclose such Confidential Information to any third parties except as set forth in Section 6 below. “Confidential Information” as used in this Agreement means all information disclosed to Court Reporter in the course of Court Reporter’s provision of Services, unless that information (a) is or becomes a part of the public domain through no act or omission of Court Reporter, (b) is disclosed to Court Reporter by a third party not in connection with the Services and without restrictions on disclosure, or (c) was in Court Reporter’s lawful possession prior to the disclosure and was not obtained by Court Reporter either directly or indirectly from Company.
In addition, this section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that Court Reporter will first have given notice to Company and will have made a reasonable effort to obtain a protective order requiring that the Confidential Information so disclosed be used only for the purposes for which the order was issued. All Confidential Information furnished to Court Reporter by Company is the sole and exclusive property of Company or its suppliers or customers. Upon request by Company, Court Reporter agrees to promptly deliver to Company the original and any copies of the Confidential Information. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Court Reporter will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made: (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Court Reporter agrees not to assign any of its rights under this Agreement to any other person or delegate the performance of any duties, including the Services, to any other person, without the express prior written consent of Company. Any attempted assignment in violation of the foregoing will be null and void. Subject to the foregoing, this Agreement will be for the benefit of Company’s successors and assigns and will be binding on Court Reporter’s assignees.
Term and Termination
The initial term of this Agreement is for one (1) year from the Effective Date set forth above, unless earlier terminated as provided in this Agreement. Thereafter, this Agreement will automatically renew on its anniversary date, for thirty (30) day terms, unless Company provides reasonable written notice prior to any such anniversary date that the Agreement will not renew.
Company may terminate this Agreement with or without cause, at any time, effective immediately, without notice. Court Reporter may terminate this Agreement without cause, effective immediately, as long as no Services are outstanding to Company, i.e., no transcript is pending from a deposition or other proceeding previously transcribed, or Court Reporter has not been booked for a deposition or other proceeding. If Services are pending, i.e., a transcript is pending from a deposition or other proceeding previously transcribed or Court Reporter has been booked for a deposition or other proceeding, then Court Reporter may terminate this Agreement upon 30 days’ prior written notice to Company. The Agreement may be terminated at any time by the mutual written agreement of both Company and Court Reporter. Failure to timely return a transcript or to appear at a deposition or other proceeding after agreeing to do so may result in immediate termination of Court Reporter. If, due to Court Reporter’s failure to timely return a transcript, Company is required to engage a substitute court reporter to prepare the transcript, no compensation will be due Court Reporter for that deposition or other proceeding.
The rights and obligations contained in Sections 3 (“Representations and Warranties”), 5 (“Confidential Information”) and 10 (“Noninterference with Business”) will survive any termination or expiration of this Agreement.
Any notice required or permitted by this Agreement will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt; (iii) by email upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice will be sent to the addresses set forth below or such other address as either party may specify in writing.
Please direct any questions or comments about this Policy or privacy practices to firstname.lastname@example.org. You may also write to us via postal mail at:
Steno Agency, Inc.
315 W 9th Street
Los Angeles, California 90015
This Agreement will be governed in all respects by the laws of the United States of America and by the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction.
Should any provisions of this Agreement be held by a court of law to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining provisions of this Agreement will not be affected or impaired thereby.
The waiver by Company of a breach of any provision of this Agreement by Court Reporter will not operate or be construed as a waiver of any other or subsequent breach by Court Reporter.
Injunctive Relief for Breach
Court Reporter’s obligations under this Agreement are of a unique character that gives them particular value; breach of any of such obligations will result in irreparable and continuing damage to Company for which there will be no adequate remedy at law; and, in the event of such breach, Company will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all services undertaken by Court Reporter for Company; provided, however, that in the event of any conflict between the terms of this Agreement and any specific Services provided by Court Reporter, the terms agreed to in conjunction with the specific Services will control. This Agreement may only be changed or amended by mutual agreement of authorized representatives of the parties in writing.