Client Refusing to Sign Contract and Dispute Over Customer List
My question involves independent contractors in the state of: CO
5 months ago I was approached by the owner of a business that my family frequents asking if I would be interested in booking fundraiser events for their establishment. At the time, it sounded like a wonderful opportunity and quite a challenge and I agreed. I proceeded to spend the next 2 months working from home countless hours creating a list of people to book events with for this venue. There was no written agreement and the business owner agreed on a commission scale verbally which I later confirmed in an email. As the success of these events took off, I decided to pursue other venues and am still developing proposals for additional businesses.
At the start of 2015, I presented a client services agreement to the business owner who originally asked me to take on this endeavor. It describes our business relationship specifically designating me as an independent contractor. In it, the customer list that I developed in order to get started booking these events is listed as my proprietary information and states the business owner has no ownership of it. The business owner told me they want to continue doing business but without a contract and they believe they have ownership of the customer list I developed. They had also never had me fill out a W-9 for them, but I handed them one at this meeting.
My question is, why would a business owner want to continue doing business without a contract that clearly states our business relationship? And based on the information I provided, is there anything that would suggest they have ownership of my customer list? I started booking all these events from scratch with no assistance, materials, promotional aids from the business owner. I work on my own with no direction from them. They advise the available dates and times on their calendar and then I book events during those times. I let them know what I have confirmed and get paid based on attendance only. I currently have one other venue and they had no issues signing the same agreement.
Thanks for you time.
Re: Client Refusing to Sign Contract and Dispute Over Customer List
How were you paid for the work done on the list? You appear to have made the list for them.
Re: Client Refusing to Sign Contract and Dispute Over Customer List
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72J.R.smi*
My question is, why would a business owner want to continue doing business without a contract that clearly states our business relationship?
Because they don't like the terms.
Not surprised you couldn't figure that out considering that you were foolish enough to start work without a written contract.
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72J.R.smi*
And based on the information I provided, is there anything that would suggest they have ownership of my customer list?
Yes.
They hired you to make the list for them, not for you.
Re: Client Refusing to Sign Contract and Dispute Over Customer List
I wasn't paid for work done on the list. These fundraisers are for the school district in our area. In order to book events, I started contacting all the schools and keeping track of who ended up being my contact person to stay organized. My commission is calculated upon the completion of each fundraiser on a graduated scale not to exceed $1.25 per person. I do not get paid for any other work. This list is what I work from to book other venues for the schools.
Re: Client Refusing to Sign Contract and Dispute Over Customer List
If I understand correctly, the venue hired you to act as their agent to procure events for them and paid you on a commission basis for any events actually booked.
You are left to put together pieces of the understanding of the relationship between you and the venue to sort out ownership of the customer list as the terms of your employment were not reduced to writing. There is a pretty good argument that the customer list is your property but you should talk to an attorney in your area about the details of the situation and advise you about how to best protect your intellectual property.