As an independent contractor, negotiating a settlement is never easy—especially when the party you’re negotiating with is a company trying to bury its mistakes.
After my professional relationship with Verdant Strategies ended in unexpected termination, a public review battle, and allegations of misclassification, they offered a settlement. But a closer look at the proposed Confidential Contractor Release Agreement revealed something far more troubling:
They weren’t just offering compensation—they were trying to buy silence, protect themselves from liability, and put all the risk on me.
Here’s a breakdown of the most concerning clauses in their offer—and what every freelancer or contractor should watch for before signing anything.
1. Broad & Irrevocable Release of Claims
Risk: You waive all claims—past, present, and future—including ones you don’t even know about yet.
The agreement included a waiver under California Civil Code § 1542, which would have legally blocked me (Joseph) from pursuing claims I might discover later—like wage violations, misclassification, or even retaliation.
What I’m Doing About It:
- Negotiating to exclude wage claims, misclassification claims, and tax-related liabilities.
- Requesting the removal of the Section 1542 waiver so I retain my right to pursue undiscovered violations.
2. One-Sided Non-Disparagement
Risk: I must stay silent, but Verdant Strategies doesn’t have to.
I was required to delete all negative reviews and agree never to speak negatively about them. In contrast, they merely “requested” that their team not disparage me—and offered no guarantee they’d remove their own negative review from UpWork.
What I’m Doing About It:
- Requiring mutual non-disparagement language.
- Asking that Verdant Strategies guarantee the removal of their UpWork review—not just “request” it.
- Preserving my right to speak truthfully to regulators like the IRS or DLSE.
3. Conditional Payment Terms
Risk: I only get paid after deleting my review—and they get to approve everything.
The $3,000 payment wasn’t guaranteed. It was tied to conditions like my deleting my UpWork review, and if Verdant Strategies disputed my “compliance,” they could simply refuse to pay—with no penalties for delay.
What I’m Doing About It:
- Demanding immediate payment within five (5) business days after signing.
- Requiring penalties for late payment and automatic voiding of the agreement if they fail to pay.
4. Tax Liability Shift
Risk: I take all the tax responsibility—even if the IRS later rules that I was misclassified as an employee.
The agreement stated that I would indemnify Verdant Strategies for any tax claims, meaning I could end up owing back taxes they should have paid as my employer.
What I’m Doing About It:
- Requesting that the payment be clearly defined as a non-wage 1099 settlement.
- Asking for language that places responsibility for any misclassification penalties on Verdant Strategies, not me.
5. Legal Fees Favor Only Verdant Strategies
Risk: If I breach the agreement, I pay their legal fees—but if they breach, I get nothing.
They built in a one-sided attorney’s fees clause and gave themselves the right to seek an injunction without even proving damages.
What I’m Doing About It:
- Negotiating mutual legal fee provisions.
- Requiring proof of actual damages before any injunction can be pursued.
6. No Admission of Wrongdoing
Risk: They accept no responsibility—while I release all my rights.
The agreement included a clause that said Verdant Strategies denies all liability. That’s standard, but it creates risk for me in future tax or labor proceedings.
What I’m Doing About It:
- Requesting neutral language that clarifies this is a business resolution—not an admission or denial of wrongdoing.
- Keeping my right to publicly and legally describe the events as I experienced them.
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Final Thoughts: Don’t Sign a Trap Disguised as a Settlement
This agreement wasn’t just unfair—it was calculated. It was designed to limit my voice, shift all risk onto me, and protect Verdant Strategies from consequences for their actions.
If you’re facing a similar situation, here are the minimum protections I recommend before signing any settlement:
Mutual non-disparagement and guaranteed review removal Immediate, unconditional payment upon signing Clear tax treatment that protects you from IRS reclassification Mutual legal fee responsibilities Narrow, fair release of claims that doesn’t give away future rights
And if the other party refuses to make these changes? Walk away. A settlement isn’t a favor—it’s a negotiation. And you deserve terms that are fair, not silencing.
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