SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

­­­­­­____________________________________ (THE “COMPANY”)

AND

JAMES HIGGINS (THE “CONTRACTOR”)

__________________________________________________________________________________

THIS AGREEMENT is made on the 11^th day of April, 2018 (hereinafter, “Effective Date”) entered into by the Company and the Contractor (Company and Contractor collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. 1.       COMMENCEMENT AND DURATION

This agreement shall be valid from the Effective Date until termination.

• SERVICES

The Contractor will provide part-time online teaching services to the Company’s client, hereinafter “Services”. The Contractor shall use reasonable good faith efforts in providing the Services per the terms of this Agreement and accepted industry standards.

• CONTRACT SUM

As compensation for the Services rendered, the Company will pay the Contractor as follows;

• $___________ per (30) min Independent Training Session
• $____________per (1hr) Independent Training session

This amounts will be due on _____________________.

The Contractor will also receive a $________ finder’s fee for each client brought to Company.

• DISCLAIMERS
• The Company shall not reimburse the Contractor for insurance.
• The Company shall not reimburse the Contractor for any travel or related expenses.
• The Company does not condone plagiarism, copyright infringement or inappropriate teaching methods and will deactivate the account of anyone knowingly engaging in such conduct.  The Company expects teachers to: Conduct themselves professionally and represent themselves truthfully, treat students with respect and communicate reliably, maintain a responsible working relationship.
• If the Contractor becomes unable to perform services pursuant to this Agreement by reason of illness, incapacity or death, compensation shall cease upon the happening of the event.
• Sharing of any personal information between the Contractor and employee or account, including address, phone numbers, email addresses, messaging services, other platforms is forbidden, and will result in termination and forfeiture of outstanding accounts payable. 
• The Company will give the Contractor access to an online curriculum platform, the Contractor is prohibited from using those accounts for their personal students.

• AUTONOMY

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Contractor will work autonomously and not at the direction of the Company. However, the Contractor will be responsive to the reasonable needs and concerns of the Company and comply with all the Company rules.

• EXPENSES

Unless expressed otherwise, the Contractor shall be responsible for all expenses related to providing the Services under this Agreement. This includes but is not limited to supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, disability insurance, unemployment taxes and other costs.

• NON-SOLICITATION

For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose,

and after the termination of this Agreement, the Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Customers, any officer, director or employee or any person who had a material business relationship with the Company in the duration of this Agreement.

• NON-COMPETE

The Contractor shall not directly or indirectly, engage in the businesses in which the Company engages in or in which the Company has an actual intention, as evidenced by the Company’s written business plans, to engage in, within _____________miles from where the Company is then conducting such business for a period of (1) year after the termination of this agreement.

• INDEMNIFICATION

The Contractor agrees to indemnify, hold harmless and defend the Company and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to the Contractor’s acts or omissions herein.  The Contractor agrees that the Company shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Contractor’s expense.

1. INDEPENDENT CONTRACTOR

The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby. The Company is not required to pay or make any contributions to any social security, local, state, or federal tax, unemployment compensation, workers compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the Contractor during the term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this agreement.

The Contractor hereby agrees that it will not represent to any third party that its engagement by the Company is in any capacity other than as an independent contractor.

Moreover, no Party will have any authority to bind the other.

1. INTELLECTUAL PROPERTY (select one)

☐ The Company agrees that any intellectual property and associated rights owned, discovered, or developed by the Contractor, solely or jointly with others, in connection with their services performed under this Agreement, are the Contractor’s exclusive property.

☐ Contractor agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their services performed under this Agreement, shall constitute works for hire and shall automatically, upon their creation or discovery, become the exclusive property of the Company.

1. NON-ASSIGNMENT

Neither Party shall transfer or assign this Agreement without the other Party’s consent which consent shall not be unreasonably withheld or delayed.

1. CONFIDENTIALITY

All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Contractor shall promptly return all documents and other confidential materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party.

In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Company.

1. RETURN OF THE PROPERTY

Upon the expiration or termination of this Agreement or demand by the Company, the Contractor shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed.

The Contractor shall reimburse Company for any Company property lost or damaged in an amount equal to the market price of such property.

1. TERMINATION
2. After the first thirty (30) days of the term, either Party may, without cause, terminate this Agreement by giving at least 14 days’ written notice to the other. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
3. The termination of this agreement shall not discharge the liabilities accumulated by either Party.
4. Any Clauses intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
5. DISPUTE RESOLUTION

Parties agree to settle disputes under this agreement through (select one)

☐Negotiation                                 ☐Mediation                                   ☐Arbitration                              ☐Litigation

1. FURTHER ASSURANCES

Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

1. FORCE MAJEURE

For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

1. CHANGES TO THE AGREEMENT

Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Parties shall issue any necessary clarification or instruction.

• NO WAIVER

Except where otherwise provided, failure by the Company to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Company of any breach of, or of compliance with, any condition or provision of this Agreement by the Contractor shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.

• SEVERABILITY

The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the. validity or enforceability of any other provision.

• COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

• ENTIRE AGREEMENT

This agreement constitutes the entire agreement between the parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this agreement. All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents. The Parties will exercise utmost good faith in this agreement.

• headings

The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.

• PRONOUNS

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.

• NOTICES

All notices required or permitted to be given hereunder shall be in writing and may be delivered personally or by Certified Mail – Return Receipt Requested, postage prepaid, addressed to the party’s last known address.

• CONTRACTOR ACKNOWLEDGEMENTS

The Contractor acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Contractor acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the Company’s legitimate business interests and will not place an undue burden upon their livelihood in the event of enforcement of the restrictions. The Contractor also acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily.

• GOVERNING LAW

This Agreement shall be governed in all respects by the laws of the State of Texas and its Courts without regard to its conflict of law provisions.

IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.

Signed by the duly authorized representative of the COMPANY Signature: ………………………………………………. Name: Landon Jenkins Designation: Owner Date:………………………………………………….

Signed by the CONTRACTOR   Signature : ……………………………………………… Name: James Higgins Date:…………………………………………….……