INDEPENDENT CONTRACTOR AGREEMENT
This Agreement (this "Agreement") is made effective as of __________________by and
between ____________________________ (the "Company"), of _________________,
_________________, __________________________________, and
_______________________ (the "Fleet Manager"), of _________________,
_________________, and __________________________________. In this
Agreement, the party who is contracting to receive the services shall be referred to as
"Company", and the party who will be providing the services shall be referred to as
"Fleet Manager."
1. DESCRIPTION OF SERVICES. The Fleet Manager will provide the following
services (collectively, the "Services"): maintain departmental compliance with
company policies and procedures, ensure departmental adherence to applicable
laws and regulations, recordkeeping, manage other employees, schedule, route,
maintain and track transport vehicles, negotiate with suppliers and resolve
disputes.
2. PAYMENT FOR SERVICES. The Company will reimburse the Fleet Manager a
weekly payment of $ 750.
3. TERM/TERMINATION. This Agreement will be binding on the parties in
perpetuity. A regular, ongoing relationship of indefinite term is contemplated.
The Company has no right to assign services to the Fleet Manager other than as
specifically contemplated by this Agreement. However, this Agreement may be
terminated by non-performance or poor performance of the Fleet Manager and
negative reviews from the subordinates.
4. RELATIONSHIP OF PARTIES. It is understood by the parties that the Fleet
Manager is an independent Contractor with respect to the Company, and not an
employee or partner of the Company. The Company will not provide fringe
benefits, including health insurance benefits, paid vacation, or any other
Employee benefit, for the benefit of the Fleet Manager. However, they will cater
for gas, insurance, repairs, damages and cosmetic changes expenses. The Fleet
Manager will be tax exempt and will be required to fill out a 1099 form
individually.
5. CONFIDENTIALITY. Fleet Manager may have had access to proprietary, private
and/or otherwise confidential information ("Confidential Information") of the
Company. Confidential Information shall mean all non-public information which
constitutes, relates or refers to the operation of the business of the Company,
including without limitation, all financial, investment, operational, personnel,
sales, marketing, managerial and statistical information of the Company, and any
and all trade secrets, customer lists, or pricing information of the Company. The
nature of the information and the manner of disclosure are such that a
reasonable person would understand it to be confidential. The Fleet Manager will
not at any time or in any manner, either directly or indirectly, use for the personal
benefit of the Fleet Manager, or divulge, disclose, or communicate in any manner
any Confidential Information. The Fleet Manager will protect such information
and treat the Confidential Information as strictly confidential. This provision shall
continue to be effective after the termination of this Agreement. Upon termination
of this Agreement, the Fleet Manager will return to the Company all Confidential
Information, whether physical or electronic, and other items that were used,
created, or controlled by the Fleet Manager during the term of this Agreement.
This Agreement is in compliance with the Defend Trade Secrets Act and provides
civil or criminal immunity to any individual for the disclosure of trade secrets: (i)
made in confidence to a federal, state, or local government official, or to an
attorney when the disclosure is to report suspected violations of the law; or (ii) in
a complaint or other document filed in a lawsuit if made under seal.
6. INJURIES. The Fleet Manager acknowledges the Fleet Manager’s obligation to
obtain appropriate insurance coverage for the benefit of the Fleet Manager (and
the Fleet Manager’s Fleet Managers, if any). The Fleet Manager waives any
rights to recovery from the Company for any injuries that the Fleet Manager
(and/or Fleet Manager’s Fleet Managers) may sustain while performing services
under this Agreement and that are a result of the negligence of the Fleet
Manager or the Fleet Manager’s Fleet Managers. Fleet Manager will provide the
Company with a certificate naming the Company as an additional insured party.
7. INDEMNIFICATION. The Fleet Manager agrees to indemnify and hold harmless
the Company from all claims, losses, expenses, fees including attorney fees,
costs, and judgments that may be asserted against the Company that result from
the acts or omissions of the Fleet Manager, the Fleet Manager’s Fleet Managers,
if any, and the Fleet Manager’s agents.
8. NO RIGHT TO ACT AS AGENT. An "employer-Fleet Manager" or "principal-
agent" relationship is not created merely because (1) the Company has or retains
the right to supervise or inspect the work as it progresses in order to ensure
compliance with the terms of the contract or (2) the Company has or retains the
right to stop work done improperly. The Fleet Manager has no right to act as an
agent for the Company and has an obligation to notify any involved parties that it
is not an agent of the Company.
9. DISPUTE RESOLUTION. Any disputes arising between the Fleet Manager and
the Company regarding the subject matter of this Agreement will be solved in
good faith through mediation. If mediation fails, the Parties will resort to
Arbitration.
10. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between
the parties. All terms and conditions contained in any other writings previously
executed by the parties regarding the matters contemplated herein shall be
deemed to be merged herein and superseded hereby. No modification of this
Agreement shall be deemed effective unless in writing and signed by the parties
hereto.
11. WAIVER OF BREACH. The waiver by the Company of a breach of any provision
of this Agreement by Fleet Manager shall not operate or be construed as a
waiver of any subsequent breach by Fleet Manager.
12. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be valid
and enforceable. If a court finds that any provision of this Agreement is invalid or
unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and
enforced as so limited.
13. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of Texas.
IN WITNESS WHEREOF, the Parties agree to be bound as follows:
COMPANY
Name: _______________________
Signature: ________________________
Date: _______________________
FLEET MANAGER
Name: _______________________
Signature: ________________________
Date: ______________________
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