INDEPENDENT CONTRACTOR AGREEMENT

by | Feb 20, 2023 | Samples legal papers

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

  1. This Agreement may be amended only by the written consent of the Parties hereto.
  2. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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 )