Contractor Agreement
Last updated: May 27, 2026
GENERAL WORK AGREEMENT
This General Work Agreement (the "Agreement") is entered into between On Frontier, a DBA of Boolean AI, Inc. (a Delaware corporation) ("Company"), and the individual or entity accepting it below ("Worker"), effective as of the date of Worker's acceptance (the "Effective Date"). "Client" means a customer of the Company for whom Worker may perform Services.
1. Services. From time to time the Company may engage Worker to perform services described in one or more statements of work that reference this Agreement (each, an "SOW"). Each SOW forms part of and is governed by this Agreement. In any conflict, this Agreement controls except where an SOW expressly modifies a specific provision for that engagement. Worker will perform the services in each SOW (the "Services") in a professional manner consistent with industry standards.
2. Independent Contractor. Worker is an independent contractor, not an employee, worker, agent, or partner of the Company or any Client. Worker controls the manner and means of performing the Services. Worker is not eligible for any Company or Client employee benefits and expressly declines them. Worker is solely responsible for all taxes on amounts paid hereunder and for completing all tax documentation (e.g., IRS Form W-9 or W-8 series) requested through the Company's payment platform. Worker will indemnify the Company against any tax, withholding, or worker-status liability arising from Worker's self-employment.
3. Fees and Payment. As Worker's sole compensation, the Company will pay the fees, at the rate and on the schedule, stated in each applicable SOW ("Fees"). Payment terms may vary by engagement and will be communicated to and accepted by Worker through the Company's platform before commencement. The Company uses a third-party payment provider as its limited payment agent to disburse Fees. No expenses are reimbursable unless pre-approved in writing in an SOW.
4. No Subcontracting or Substitution Without Consent. The Services are personal to Worker. Worker will perform the Services itself and will not subcontract, delegate, or substitute performance of any part of the Services, nor replace any individual performing the Services, without the Company's prior written consent, which the Company may grant or withhold in its sole discretion. As a condition of any consent, the proposed subcontractor or substitute must first complete the Company's onboarding and screening and agree in writing to obligations no less protective than this Agreement. Worker remains fully responsible and liable for the acts and omissions of any approved subcontractor or substitute. Any unapproved subcontracting, delegation, or substitution is a material breach.
5. Confidentiality. (a) "Confidential Information" means all non-public information of the Company and of any Client or third party entrusted to the Company, in any form and whether or not marked confidential, including the Services, Deliverables, Developed IP, Client data and materials, technical and business information, and the terms of this Agreement. (b) During the relationship and for two (2) years thereafter (and indefinitely for trade secrets and Client materials), Worker will hold Confidential Information in strict confidence, use it solely to perform the Services, and not disclose it without the Company's written authorization. Worker will not bring any third party's confidential information into the engagement. (c) On termination or request, Worker will return or destroy all Confidential Information and retain no copies. Nothing herein limits legally protected disclosures (e.g., to a government agency, or under the Defend Trade Secrets Act whistleblower immunity).
6. Intellectual Property. (a) "Developed IP" means all work product, deliverables, inventions, code, data, annotations, evaluations, content, and other materials Worker authors, develops, or reduces to practice in connection with the Services, and all IP rights therein. "Deliverables" means items Worker is to deliver under an SOW. (b) Worker hereby irrevocably assigns to the Company and its designees (which may include the applicable Client), for no additional consideration, all right, title, and interest (including all IP rights and, to the extent permitted, Moral Rights) in and to all Developed IP. To the extent any Moral Rights cannot be assigned, Worker waives and agrees not to assert them. Where an SOW so specifies, Developed IP will vest directly in the Client as the Company's designee. (c) Worker will assist the Company and its designees, at the Company's expense, to perfect and enforce these rights, and irrevocably appoints the Company as attorney-in-fact to execute such documents if Worker does not promptly do so. (d) Worker grants the Company and its designees a perpetual, worldwide, royalty-free, sublicensable license to any of Worker's pre-existing IP incorporated into or necessary to use the Deliverables.
7. Restrictions on AI Use. Worker will not use any AI model or AI-powered tool in performing the Services or producing Deliverables without the Company's prior written approval, and will not use any AI model other than those the Company or the applicable Client provides or approves in writing. Worker will not input any Confidential Information, Client data, or project materials into any third-party AI model or service (including AI note-takers, transcription, writing/coding assistants) where such data would be processed by a non-approved model. Worker will cooperate with the Company's review of Worker's AI-usage practices, and Worker bears the cost of re-performing work affected by unauthorized AI use.
8. Compliance, Screening, Cooperation, and Work Authorization. (a) Worker will comply with all applicable laws, including anti-bribery, anti-corruption, sanctions, export-control, and anti-money-laundering laws, and with all Company and Client policies made known to Worker. (b) Worker consents to identity verification and background/sanctions screening through the Company's providers, and to the Company sharing the results and Worker's compliance information with the applicable Client and regulators as needed to meet the Company's obligations. (c) Work authorization & location. Worker represents that Worker is legally authorized to work from Worker's stated country of residence and holds all necessary visas/permits, will perform the Services only from locations permitted under the applicable Client's supported-regions policy, will remain working from the stated country and notify the Company in writing before any change, and will indemnify the Company for any claims arising from Worker's failure to maintain proper work authorization. (d) Worker will promptly cooperate with, and provide information and records reasonably requested for, the Company's and any Client's compliance, due-diligence, and audit processes.
9. Data Protection. Where Worker processes personal data in connection with the Services, Worker will comply with applicable data protection laws (including GDPR, UK GDPR, and CCPA as applicable), process such data only to perform the Services, maintain appropriate security measures, and assist the Company with data-subject requests and breach notifications. The Company processes Worker's personal data in accordance with its privacy notice.
10. Representations and Warranties. Worker represents and warrants that: (a) Worker has the skill, experience, and right to perform the Services; (b) the Services and Deliverables will comply with applicable law and not infringe any third party's rights; (c) Worker is under no conflicting obligation; and (d) Worker will not incorporate third-party materials into Deliverables without the Company's prior written approval.
11. Indemnification. Worker will indemnify and hold harmless the Company, its affiliates, and Clients from losses arising out of: (a) Worker's gross negligence, fraud, or willful misconduct; (b) Worker's breach of this Agreement (including Sections 5–9); or (c) any third-party claim that the Services or Deliverables infringe or misappropriate that party's rights.
12. Limitation of Liability. Except for the carve-outs below, neither party will be liable for indirect or consequential damages, and the Company's aggregate liability will not exceed the Fees paid for the Services giving rise to the claim. The cap and exclusion do not apply to Worker's obligations under Sections 5 (Confidentiality), 6 (IP), 7 (AI), 8 (Compliance), 9 (Data Protection), or 11 (Indemnification), or to fraud or willful misconduct.
13. Term and Termination. (a) This Agreement begins on the Effective Date and continues until terminated. (b) For convenience: the Company may terminate this Agreement or any SOW, or require Worker to cease performing, on ten (10) days' written notice — or immediately where necessary to comply with the Company's obligations to a Client or where Worker fails any screening or compliance requirement; Worker may terminate on thirty (30) days' written notice. (c) For cause: either party may terminate if the other materially breaches and fails to cure within thirty (30) days of notice; the Company may terminate immediately for fraud, dishonesty, bribery, breach of Sections 5–8, or insolvency. (d) On termination, Worker will deliver all Deliverables and Confidential Information and be paid accrued, undisputed Fees. Sections 2, 5, 6, 7, 8, 9, 11, 12, 14, and 15 survive.
14. Non-Solicitation; Non-Circumvention. During the relationship and for one (1) year after, Worker will not solicit the Company's employees or contractors, and will not solicit or contract directly with any Client to whom the Company introduced Worker so as to circumvent the Company, in each case without the Company's prior written consent.
15. Miscellaneous. This Agreement (with all SOWs) is the entire agreement and supersedes prior understandings; it may be amended only in writing (including by the Company posting updated terms that Worker accepts by continued performance). It is governed by the laws of Delaware, excluding conflict-of-laws rules, with exclusive venue in the state and federal courts located in Delaware (or binding arbitration if elected in an addendum). Worker may not assign without consent; the Company may assign. Notices may be given by email. If any provision is unenforceable, the remainder stays in effect. Worker consents to electronic delivery and electronic/click-through signature, which is valid and binding. The English-language version controls.
Electronic acceptance. Worker accepts this Agreement electronically during onboarding. Project-specific SOWs become binding only when separately presented to and accepted by Worker.