SERVICE AGREEMENT

SERVICE AGREEMENT

BETWEEN

______________BLUE SKY EDUCATION, LLC____________

(THE “COMPANY”)

AND

__________________________________________________________

(THE “CONTRACTOR”)

__________________________________________________________________________________

THIS AGREEMENT is made on the …………..day of……….20……., by the Company and the Contractor  (collectively referred to as “Parties” or individually as “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. COMMENCEMENT AND DURATION

This agreement shall be valid from the date of execution for a period of 6 months. This term shall automatically renew after expiration for another six months. 

2. CONTRACT SUM

The Company shall pay the Contractor $________________for their services which shall be due on ______________________________.

3. CONTRACTOR’S REPRESENTATIONS AND WARRANTIES. 

The Contractor represents and warrants to the Company the following:

There is no contractual obligation to which the Contractor is subject, which prevents the Contractor from entering into this contract or performing the Contractor’s duties entirely under this contract.

4. THE SERVICES

The Contractor shall provide teaching services under the Company to students. The Contractor accepts this contract with the Company and agrees to devote their time and attention to the professional performance of their duties. Notwithstanding anything contained in this agreement, the Contractor agrees to be subjected to and obey all rules imposed by the Company in the performance of this contract.

5. LIABILITY OF THE PARTIES

• A Party shall be compensated for damages caused by the other Party.
• No Party shall be held liable for any damages, where:

1. The damage has been occasioned by the other Party, their representatives, employees, or agents, or
2. The damage has been caused by an event beyond the control of the Party, e.g., force majeure or accidents 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. 

• The Company shall not be liable for any damages incurred by the Contractor under this agreement unless otherwise stated. The Contractor hereby indemnifies and holds harmless the Company and any party who may claim through the Company against any claims arising from this agreement unless otherwise expressed. 

6. DISCLAIMERS

• If the Contractor does not wish to renew the contract after the expiration of a term, they shall notify the Company thirty (30) days before the term expires.
• Any student that the Contractor brings with them, regardless of the Country, will be the Contractor’s student for as long as the student’s parent chooses them as their teacher.
• The website usage fees shall be as follows:

1. Introductory percentage offer – 15% for six (6) months for teachers who sign contracts with the Company by 11.15.21.
2. After six (6) months (or teachers who sign contracts after 11.15.21) – Fees can continue with the 15% introductory rate. The Company, however, reserves the right to raise the rates after the initial six (6) months contract OR for teachers who sign after 11.15.21.

Website Fees will be automatically deducted from teachers’ earnings through the website.

• Teachers shall supply at their own expense: reliable internet preferred hard-wired connection and reliable computer and any other technology equipment that they want including headset, microphones, and cameras.

7. AUTONOMY

Except as otherwise provided in this agreement, the Contractor will have complete control over their working time, methods, and decision making concerning the provision of the services per the agreement. The Contractor will work autonomously but not at the direction of the Company. The Contractor shall, however be responsive to the reasonable needs and concerns of the Company.

Specifically, the Contractor shall determine;

• Their schedule;

They can create their absence, missed class, and technical difficulty policy for students and themselves.

The Company shall not provide internet/connection support at this time. 

• Their pricing for classes and packages they offer; and 

They can offer individual classes, packages, or group classes.

• Their curriculum 

They can provide their curriculum or subscribe to the Company’s curriculum. The subscription fee for the Company’s curriculum shall be as follows;

• Tier 1 – access to one level of curriculum for $ 10/month
• Tier 2 – access to two levels of curriculum for $ 15/month
• Tier 3 – access to all levels of curriculum for $ 18/month

Tier subscriptions can be adjusted at any time. 

The Contractor will have the right to use the curriculum for the entirety of their contract. The Contractor may also teach any part of the curriculum they want, in whatever capacity they deem fit, but they shall not alter the curriculum as written.

8. 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 them under this agreement.

9. NON-SOLICITATION

The Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Clients, or any person who had a material business relationship with the Company in the duration of this agreement.

10. NON-COMPETITION

For the duration of this agreement, and any subsequent agreement executed for the same or similar purpose, the Contractor shall not consult with, represent, act on behalf of, or solicit sales for any competing company or any other business engaged in the same or substantially similar, business as the Company, within any geographic area in which the Company is then conducting such business during this agreement and for (2) years after the termination of this agreement. 

11. INTELLECTUAL PROPERTY

Any intellectual property and associated rights owned or developed by the Company, solely or jointly with others, during the subsistence of this agreement, are the Company’s exclusive property. At the Company’s discretion, the Contractor will enjoy a non-exclusive, limited use license of the Company’s intellectual property. 

12. PROHIBITION ON TRANSFER

The Contractor shall not transfer or assign this agreement without the Company’s consent. However, the Company may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Contractor’s consent. If the Company does so, anyone to whom the Company transfers, assigns, or subcontracts any or all of its obligations will have all of the Company’s rights with respect to such obligations.

13. RETURN OF THE PROPERTY

Upon the expiration or termination of this agreement, the Contractor will return to the Company any property, documentation, records, or confidential information that is the Company’s property.

14. DISPUTE RESOLUTION

Mediation shall resolve any dispute under this agreement without limiting the Court’s jurisdiction. Parties shall act in good faith to resolve the dispute.

15. TERMINATION

• Either Party may terminate this agreement at any time upon breach of the contract by the other Party or if the other Party agrees to the termination in writing.
• Otherwise than for breach or consent, a Party may terminate this agreement upon giving the other Party no less than thirty (30) days’ notices in writing. The other Party reserves the right to charge costs that have already been incurred if this provision is breached.
• The termination of this agreement shall not discharge the liabilities accumulated by either Party.
• 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.

16. 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 as 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.

17. CONFIDENTIALITY

The Contractor shall not disclose, directly or indirectly to any other person, any information concerning this agreement, whether such information is stated to be confidential or not, without the Company’s written permission. This includes but is not limited to information about the students or Company e.g., the curriculum.

18. ADDITIONS, ALTERATIONS, OR MODIFICATIONS

Where it shall appear to the Parties that this agreement, or any terms and conditions contained in this agreement, are in any way ineffective or deficient, or not expressed as originally intended, and any alteration or addition shall be deemed necessary, the Parties will enter into, execute, and perform all necessary further deeds and instruments. Any addition, alteration, or modification shall be in writing.

19. NO WAIVER

Except where this agreement provides otherwise, the rights and remedies contained in it are not exclusive to rights or remedies provided by law.  Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.

20. SEVERABILITY

Suppose any provision of this agreement is declared by any judicial or other competent body to be void, voidable, illegal, or otherwise unenforceable; parties may amend that provision or remove it from this agreement. The remaining provisions of this agreement shall remain in full force and effect.

21. NOTICES

Any notice required by this agreement or given in connection with it shall be in writing and shall be given to the appropriate Party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services at the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.

THE COMPANY: ___________________________________________

        ___________________________________________

THE CONTRACTOR: ___________________________________________

    ___________________________________________

22. ENTIRE AGREEMENT 

This agreement contains the entire understanding of the Parties, and there are no commitments, agreements, or understandings between the Parties other than those expressly set forth herein. Parties will exercise utmost good faith in this agreement.

23. COUNTERPARTS

This agreement may be executed in counterparts, each of which shall be an original, all of which shall constitute the same instrument.

24. HEADINGS

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

25. 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.

26. 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, they acknowledge 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.

27. GOVERNING LAW

This agreement shall be construed and enforced in accordance with the laws of the State of Kansas.

IN WITNESS WHEREOF, the Parties have executed this agreement, as set below.