INDEPENDENT CONTRACTOR AGREEMENT.

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March 18, 2023

INDEPENDENT CONTRACTOR AGREEMENT.

This Independent Agreement (hereinafter referred to as the “Agreement”) is made and entered on this ____ day of _____ 2021 (the “Effective Date”), between Sureiny Marrero and Ricardo Lamas owners Horizon Research Group, Contact Info: 717 Ponce De Leon Blvd, Suite 301 Coral Gables, FL 33134 (hereinafter referred to as the “Company”), and Sheri Alleyne, Clinovativ Research Services & Consulting LLC, Contact Info:  ___________, (herein referred to as the “Contractor”).

NOW THEREOF, in consideration of the mutual covenants and promises made by the Parties hereto, the Parties covenant and agree as follows:

  1. TERM.

The initial term of this Agreement shall be for a period ______ [Days/Weeks/Months/Years] commencing on the Effective Date herein.

  • SCOPE.

The Company has retained the services of the Contractor to provide clinical research services that shall include but not limited to regulatory affairs, handle client contracts, budgets, deal with quality improvement, business development project management, handle accounts receivables, collections, and client services.

  • PAYMENT/COMPENSATIONS.
    • The Company shall pay the Contractor a basic salary of ______________ Dollars, paid bi-weekly. Additionally, the Company shall pay the Contractor a commission and/or profit shares for some services as shall be discussed between the Parties. The Company shall provide proof of the gross earnings. Commission shall be paid on the _____ day of each month, while gross profit shares paid quarterly.
    • The Company shall pay a fine of One Hundred Dollars ($100) or a 10% fine or both for any late payments exceeding three working (3) days from the official date of making payment. 
    • The Company shall provide proof and guarantee any and all outstanding payment balance regardless of the Company being declared bankrupt, and/or Company closure in the event that the Contractor is left with no other option but to place a lien on Company property to recover their pay.
  • INDEPENDENT CONTRACTOR.
    • The Contractor shall be retained as an independent contractor.  The Contractor shall be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. The Company shall not withhold or pay any income tax, social security tax, or any other payroll taxes on the Contractor’s behalf during the term of this Agreement.
    • The Contractor and/or the Contractor’s employees understands that they shall not be entitled to any fringe benefits that the Company provides for their employees generally or to any statutory employment benefits, including without limitation worker’s compensation or unemployment insurance.
  • LIABILITY/INDEMNITY/ASSIGNMENT/WAIVER
    • The Company shall not, during the term of this Agreement, be held liable for any injuries sustained by the Contractor while carrying out their obligations under this Agreement, as long as the injuries are not in any way due to the Company’s negligence. The Contractor agrees to indemnify the Company against any claims that may arise from the performance of this Agreement.
    • In the event that the Contractor is required to work one-on-one with the Company’s customers and clients, the Company shall not be held responsible for any loss and/or damages caused by the Contractor to the Company’s customers while they are carrying out their obligations under this Agreement. The Contractor shall assume all responsibility, legal or otherwise, arising from any loss and/or damage caused by them to the customer’s orders. The Contractor agrees to indemnify the Company against any and all such claims.
  • ASSIGNMENT/WAIVER.
    • The Contractor shall not assign its rights or obligations under this Agreement without prior Notice or consent of the Company.
    • The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such Party’s right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
  • FORCE MAJEURE:

The failure on the part of the Contractor to perform their obligation under this Agreement will not be considered as default if such failure is the result of natural calamities, acts or God, Covid-19, extreme adverse disasters and circumstances beyond the control of the parties. The Contractor shall inform the Company of such inconveniences promptly so that the Company can mitigate the circumstances to avoid having issues with clients.

  • DISPUTE RESOLUTION.

In the event of disputes arising about the execution of this Agreement and/or performance of obligations stated herein, the Parties shall solve such issues through a binding mediation process in accordance with the ADR rules and mechanisms of the State of Florida USA. The Company shall pay all the legal fees.

  • TERMINATION/CANCELLATION.

The Parties acknowledge that either Party can terminate/cancel this Agreement at any time provided that they issue a ____ Day Written Notice on the same. The Company shall ensure to pay the Contractor for all work done before the termination/cancellation is made effective. The Contractor may at any time terminate this Agreement without notice if there is harassment, non-payment, delayed payment and any illegal activities committed by the Company.

  1. MODIFICATION.

This Agreement contains the entire Agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof.  No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

  1. GOVERNING LAW/JURISDICTION.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, USA. Exclusive jurisdiction and venue shall be in the State of Florida, USA.

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the Effective Date.

COMPANY: _____________            ___________________                        ___________

                       (SIGNATURE)                  (NAME)                                             (DATE)

CONTRACTOR: _____________            ________________________              ___________

                                 (SIGNATURE)                           (NAME)                                    (DATE)

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