OmniBuys LLC (Scaling With Systems)
______________________________________
INDEPENDENT CONTRACTOR AGREEMENT
______________________________________
BETWEEN
1. ________________________________________________________________
(“THE CONTRACTEE/ CONTRACTEE”)
AND
2. _________________________________________________________________
(“THE CONTRACTOR’)
This Contractor Agreement (“Agreement”) is entered into on thisis _____ Dday of
__________, 20___20, (“Effective Date”) by and between ______(The Contractee)____________________whoseith
his/her principal address is __________________________atand
____________________________________________________________
(“Contractor”) and OmniBuys LLC __________(The Contractor)___________, a companyContractee with its principal address
at 3906 US Highway 98 W #1484, ______________, Vancouver, Canada Florida (“CompanyContractee”).
The Contractee and the Contractor shall collectively referred to as the “Parties” or individually as the “Party” and this shall include that Party’s successors and assigns
In consideration of the mutual promises and covenants contained
herein, and other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereby
agree as follows:
1. COMMENCEMENT AND DURATION
1.1. This agreement shall be valid from the Effective date until termination.
1.2. The Agreement shall be in force for a fixed duration of 3 months at its commencement after which it shall be renewed on a monthly basis at the parties discretion.
2. SERVICES AND WORKS
2.1. Contractor shall provide such services to Contracteempany as theyCompanyContractee may
direct from time to time (“Services”) and produce and provide work
product as directed by the CompanyContractee (“Works”).
2.2.Such Services and
Works shall be described in a Description of Work in the form attached
hereto as Schedule A (“Description of Work”).
2.3. Contractor agrees to
provide the Services and produce and provide the Works pursuant to
the description, schedule and other terms and conditions set out in
the applicable Description of Work.
2.4. The Contractor shall perform their services faithfully, diligently, per this agreement, to the reasonable satisfaction of the Contractee and per acceptable industry standards.
Contractor understands that
Company is relying on Contractor’s personal credentials in making this
offer and that Contractor may not subcontract or delegate any of the
Services without the written consent of the Company.
3. Fee, Payment and Expenses
In consideration for the provision of the Services and Works, CompanyContractee
will pay Contractor certain fees (“Fees”) in the amount and in the
manner as set out in the Description of Work.
Contractor agrees that,
except as otherwise expressly approved in writing by the Company,
Contractor will not be entitled to reimbursement of any expenses
incurred in connection with the production or provision of the Services
or the Works. The Company has no responsibility to make any
deductions for, or to pay for benefits, health, welfare or pension costs,
withholdings for income taxes, employment insurance premiums,
Workers’ Compensation premiums, Canada Pension Plan premiums,
disability insurance premiums or any other insurance, benefits, or similar
Santa Rosa Beach
charges with respect to Contractor, and Contractor agrees that Contractor
is fully responsible for all such liabilities.
3. 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 Contractee. However, the Contractor will be responsive to the reasonable needs and concerns of the Contractee and comply with all the Contractee’s rules.
4. EXPENSES
The Contractor shall be responsible for all expenses related to providing the Services and Works 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.
5. INTELLECTUAL 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 Contractee.
6. RELATIONSHIP OF THE PARTIES
6.1. The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed employees, agents, partners, or joint venturers of the others for any purpose due to this agreement or the transactions contemplated thereby.
6.2. The Contractee is therefore 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.
6.3. 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.
6.4. 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.
7. NON-ASSIGNMENT
The Contractor shall not transfer or assign this Agreement without the other Contractee’s consent which consent shall not be unreasonably withheld or delayed.
8. INDEMNIFICATION
8.1. . A Party shall indemnify the other Party from and against all claim, loss, and damage caused by them in connection with this Contract.
8.2. In the event the claim, loss, or damage are caused jointly by the Parties, the claims, loss, or damage shall be borne by each Party in proportion to their degree of contribution to the claim, loss, or damage.
9. CONFIDENTIALITY
9.1. All non-public, confidential, or proprietary information of the Contractee 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 Contract is confidential, solely for the use of performing this Contract and may not be disclosed or copied unless authorized in advance by the Contractee in writing.
9.2. Contractee shall be entitled to injunctive relief for any violation of this section.
9.3. This Section does not apply to information that is:
(a) In the public domain;
(b) Known to Recipient Party at the time of disclosure, or ;
(c) Rightfully obtained by Recipient Party on a non-confidential basis from a third party.
9.4.This Agreement is confidential and cannot be divulged to third parties by a Party, unless as provided by law, without the written consent of the other Party.
10. NON-SOLICITATION
10.1. For the duration of this Agreement, and subsequently for a duration of 2 years after 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.
10.2. The Contractor further undertakes not to offer any services in the field of
vending or micro markets (the “Business”) or to directly or indirectly
solicit any customer to terminate or modify their relationship with the
Contractee or to move their relationship to any competitor who is in the
same line of business as the Contractee and who provides products and
services substantially similar to those offered by the Contractee.
11. RETURN OF PROPERTY
11.1 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.
11.2. All property should be returned in the same condition at issuance. However,this shall be subject to reasonable wear and tear.
12. FORCE MAJEURE
12.1. 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.
12.2. 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.
13. NOTICES
13.1. Notice given between the Parties pursuant to the provisions of this Agreement shall be in writing, at least 14 days in advance and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery as stipulated in this Agreement.
13.2. Any notice or other communication to either party shall be by personal delivery or shall be sent to
the address set out above or such other address or facsimile number as
such party may from time to time specify by notice in writing to the other
party in accordance with the notice provisions hereof.
13.3. Any notice delivered by registered mail shall be deemed to have been given
five (5) business days after the date of mailing, provided there is no strike
by postal employees in effect or other circumstances delaying mail
delivery, in which case notice shall be delivered by facsimile and shall be
deemed to be given on the day of transmission.
13.4. Actual notice shall
always be deemed to be sufficient notice.
14. TERMINATION
14.1. Either Party may terminate this agreement at any time upon giving the requisite notice.
14.2. The termination of this agreement shall not discharge the liabilities accumulated by either Party.
14.3. The clauses: confidential Information; ownership; indemnity; termination; general provisions; warranties and representations are intended by the Parties or this agreement to survive the termination of this agreement shall survive the termination of this agreement by whatever cause.
15. WARRANTIES AND REPRESENTATIONS
The Contractor warrants and represents to Contractee that:
(i) Contractor is
knowledgeable about the areas covered in the Description of Work and
will perform the Services and deliver Works in a professional and
workmanlike manner; and
(ii) Contractor’s work product will not be
obscene, libelous, or violate the right of privacy of any third party.
16. DISPUTE RESOLUTION
Parties agree to settle disputes under this agreement through Negotiation.
17. PARTIES’ ACKNOWLEDGMENTS
The Parties acknowledge 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 they have the capacity to contract and enter into this agreement and that further, they have entered into this agreement freely and voluntarily.
18. GENERAL PROVISIONS
- This Agreement may be amended only by the written consent of the Parties hereto.
- If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
- 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. The parties will exercise utmost good faith in this Agreement.
- Unless otherwise provided, 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.
- This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
- The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
- Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
- This Agreement shall be governed in all respects by the laws of Canada 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 CONTRACTEESignature: Name: Designation: Date:…………………………………………………. | Signed by the CONTRACTOR Signature : Name: Date:…………………………………………….…… |
Confidential Information
“Confidential Information” means (regardless of its form, manifestation
or how it is known to Contractor) the terms and conditions of this
Agreement and information about certain matters which are non-public
and of value to Company, including but not limited to information relating
to the company’s websites, clients, products and services, computer
programs, data, processes, know-how and business plans. Confidential
Information shall not include information which Contractor can establish:
(i) was in Contractor’s possession at the time the Company disclosed it to
Contractor; (ii) prior to or after the time of disclosure the information
became part of the public domain without any act or omission of
Contractor; or (iii) the information was disclosed to Contractor by a third
person under no legal obligation to maintain the confidentiality of such
information. Contractor acknowledges that the Confidential Information
is of a sensitive nature and agrees at all times during the term of this
Agreement and thereafter for a period of two (2) years to hold all
Confidential Information in strictest confidence and not to use or disclose
the Confidential Information for any purpose whatsoever other than as
required to provide the Services and Works under this Agreement.
Contractor agrees not to duplicate all or any part of the Confidential
Information and to take all reasonable measures to protect the
unauthorized disclosure or use of the Confidential Information.
Non-Compete
The Contractor recognizes that the clientele of the Company has been
acquired due to the efforts of the Company and due to the investments
made and efforts dedicated to developing the same by the Company. The
Contractor recognizes that the identity of the clientele, the information
pertaining to the clientele, the Company’s relationship with the clientele,
and the Confidential Information related to same, constitute an important
asset that the Company has the right to protect. Consequently, the
Contractor commits, for the duration of this Agreement and during two
(2) years after its termination, to not to offer any services in the field of
vending or micro markets (the “Business”) or to directly or indirectly
solicit any customer to terminate or modify their relationship with the
Company or to move their relationship to any competitor who is in the
same line of business as the Company and who provides products and
services substantially similar to those offered by the Company. In the
event that the Contractor does not respect its commitment, the Company
will be able to exercise all recourses provided by the law to stop these
actions, including obtaining an injunction, which Contractor agrees would
be necessary given the lack of an adequate remedy at law. The Contractor
recognizes that the commitments stipulated in this present agreement are
reasonable and necessary to the protection of the legitimate interests of
the Company.
Warranties, Representations and Indemnities
Contractor warrants and represents to Company that: (i) Contractor is
knowledgeable about the areas covered in the Description of Work and
will perform the Services and deliver Works in a professional and
workmanlike manner; and (ii) Contractor’s work product will not be
obscene, libelous, or violate the right of privacy of any third party.
Contractor shall defend, indemnify and hold the Company and its
directors, officers and employees harmless from and against any and all
claims, actions, suits, demands, costs, losses and liabilities, including all
legal fees and expenses, arising out of (i) any breach by Contractor of
Contractor’s representations and warranties or confidentiality obligations
hereunder; or (ii) any negligent act or omission or willful misconduct on
Contractor’s behalf.
Termination
Either party may terminate this Agreement upon fourteen (14) days’ prior
written notice to the other. The Company may also immediately terminate
this Agreement upon written notice to the Contractor that Contractor has
failed to satisfy his/her obligations hereunder or has breached the
Agreement in any manner whatsoever . Any such termination shall be
without any liability to the Company for the payment of any fees. Upon
any termination, Contractor shall deliver over to Company (and will not
keep, recreate or deliver to any other person) all Works and copies thereof.
The provisions under the headings “Confidential Information,”
“Ownership,” “Indemnity,” “Termination,” “Warranties, Representations
and Indemnities,” and “General” shall survive any termination of this
Agreement. Contractor acknowledges and agrees that it has no
expectation that its business relationship with Company will continue for
any minimum period of time or that Contractor shall obtain any specific
anticipated amount of compensation by virtue of entering this Agreement.
General
This Agreement shall be governed by and construed in accordance
with the laws of the State of Florida, United States, without regard to
conflict of law principles. Contractor hereby consents to the exclusive
jurisdiction of the state and federal courts in Florida. This Agreement,
including all Descriptions of Work appended hereto, constitutes the
entire agreement between Company and Contractor concerning the
subject matter hereof and supersedes all prior discussions and
agreements. All modifications of this Agreement shall require a mutual
written agreement to modify signed by both parties hereto. If one or
more of the provisions of this Agreement are found to be illegal or
unenforceable, this Agreement shall nevertheless remain in full force
and effect, and such term or provision shall be deemed severed. This
Agreement and the rights granted hereunder shall not be assigned,
encumbered or otherwise transferred by Contractor without the prior
written consent of Company. This Agreement shall not create any
partnership, joint venture, employer/employee, principal/agent, or any
other relationship between Company and Contractor, except that of an
independent contractor. Contractor has no authority to bind Company or
incur any obligation on its behalf. No waiver of any right under this
Agreement shall be valid unless in writing signed by the party making the
waiver. Any notice or other communication to either party shall be sent to
the address set out above or such other address or facsimile number as
such party may from time to time specify by notice in writing to the other
party in accordance with the notice provisions hereof. Actual notice shall
always be deemed to be sufficient notice. Any notice or other
communication shall be in writing, and, unless personally delivered to the
other party shall be given by registered mail or facsimile. Any notice that
is personally delivered shall be deemed to be received on the date given;
any notice delivered by registered mail shall be deemed to have been given
five (5) business days after the date of mailing, provided there is no strike
by postal employees in effect or other circumstances delaying mail
delivery, in which case notice shall be delivered by facsimile and shall be
deemed to be given on the day of transmission. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same
instrument.
CONTRACTOR ACKNOWLEDGES THAT HE/SHE HAS OBTAINED ADEQUATE AND
INDEPENDENT LEGAL ADVICE, OR OTHERWISE WAIVES ANY SUCH RIGHT,
WITH RESPECT TO THIS AGREEMENT.
OmniBuys LLC
Sign-> _
Contractor Name:
Sign-> _
SCHEDULE A
DESCRIPTION OF WORK
This Description of Work is entered into under, and forms part of, the OmniBuys LLC
(Scaling With Systems) CONTRACTOR AGREEMENT Agreement entered into between
Company and Contractor on the _______________________, (“Agreement”). Terms
defined in the Agreement have the same meaning in this Description of Work.
Contractor Job Description
Responsibilities
Compensation
Contractor will receive $_______ / month.
All payments are made at the beginning of the month for the previous month unless
otherwise stated in writing.
If your start date begins on a day other than the first of the month than your payment will
be prorated for that month.
OmniBuys LLC
Sign-> _
Contractor Name:
Title:
Sign-> _
At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )