PERFORMANCE AGREEMENT

PERFORMANCE AGREEMENT

This Performance Agreement, hereinafter referred to as “Agreement”, is entered into and made effective as of ____________________ (the “Effective Date”) by and between the following parties Environmental Recycling of New York Corp hereinafter referred to as “Customer” and _________________________hereinafter referred to as “Performer”. Customer and Performer may be referred to individually as “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Customer wishes to have electronic access and user admittance system of the “Drop Box”;

WHEREAS, Performer has the skills, qualifications, and expertise required to provide the Services to the Customer;

WHEREAS, Performer wishes to render such Services to Customer.

NOW, therefore, in consideration of the promises and covenants contained herein, as well as other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties do hereby agree as follows:

  1. PERFOMER OBLIGATIONS

The Performer shall provide the following services: building strategy, lead generation, interview with the candidates, connect the qualified candidates with the Customer. 

  1. TERM

The Term of this Agreement shall commence on ___________, and shall continue thereafter for __________________ months.

  1. FEES

In Consideration of the services rendered by the Performer, the Customer will pay the Performer a sum of _________________________ payable within 15 days after completion of the services. 

  1. CUSTOMER OBLIGATIONS

During the provision of the services, the Customer hereby agrees to:

  1. Cooperate with the Performer for anything the Performer may reasonably require;
  2. Provide any information and/or documentation needed by the Performer relevant to the provision of services or payment for provision of services;
  3. Require any staff or agents of the Customer to cooperate with and assist the Performer as the Performer may need;
  4. Make available to the Performer, without fee or cost, any facilities, which may include, but are not limited to, a workspace, computer, or other physical equipment, the Performer may reasonably require.
  5. INDEMNIFICATION

 Customer shall defend, indemnify, and save Performer harmless, at Customer’s own expense, against any action or suit brought for any loss, damage, expense or liability that may result by reason of an infringement of any patent, trademark, copyright, or trade secret based upon the normal and intended use of the Deliverables furnished to Performer hereunder. Should any of the Deliverables furnished to Performer hereunder become the subject of a claim of any infringement of a patent, trademark, copyright, or trade secret, Customer shall, at its option and expense, deliver non-infringing material, modify the material so that it becomes non-infringing, or procure for Performer the right to continue using Customer’s infringing material.

Customer agrees to indemnify and hold Performer harmless against all claims, liabilities, demands, damages, or expenses (including attorneys’ fees and expenses) arising out of or in connection with Customer’s use of the Deliverables.

  1. FORCE MAJEURE

Neither party shall be liable for failure to perform, nor be deemed to be in default, under this Agreement for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to failure of performance by the other party, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquake, riot, insurrection, civil disturbance, sabotage, embargo, blockade, acts of war, or power failure. In the event of such delay, the date of delivery or time of completion will be extended by a period of time reasonably necessary to overcome the effect of any such delay.

  1. CONFIDENTIALITY

Performer and Customer acknowledge that during the course of the performance of a Project, information of a confidential nature may be disclosed between the parties. Such information, excluding the Deliverables and any other information incident to the Deliverables that a party could reasonably be expected to be provided to the other party as contemplated hereunder, shall be considered confidential information (“Confidential Information”). Neither party has the right to disclose the Confidential Information of the other, in whole or in part, to any third party, and neither party will make use of the Confidential Information of the other for its own or a third party’s benefit or in any way use such Confidential Information other than for the purposes of performance of this Agreement without the prior written consent of the disclosing party. Each party agrees to take all steps reasonable to protect the other’s Confidential Information from unauthorized use and/or disclosure. The parties agree not to copy in whole or in part, any Confidential Information nor modify the same in any way without prior written consent from the other party. Neither party will be liable to the other for the disclosure of Confidential Information if, as shown by clear and convincing evidence, the Confidential Information: (a) is generally known to the public at the time of disclosure by the disclosing party; or (b) becomes generally known to the public through no fault of the receiving party; or (c) was lawfully in the possession of the receiving party prior to signing this Agreement; or (d) is subject to applicable United States laws or a valid court order requiring disclosure of such Confidential Information.

In any judicial proceeding, it will be presumed that the Confidential Information in question constitutes protectable trade secrets of the disclosing party, and the receiving party shall bear the burden of proving that the Confidential Information was publicly or rightfully known or disclosed.

  1. GENERAL TERMS

This Service Contract shall be deemed to have been made, executed and delivered in the State of Texas and shall be construed in accordance with the laws of the State of Texas.

  1. DISPUTES. Any disputes arising between the Parties shall be solved in good faith through mediation. 
  2. GOVERNING LAW. This Agreement shall be governed and construed in accordance with New York State law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.
  3. NOTICES. Notices to be given by either party under this Agreement shall be sent by certified mail, express overnight delivery, or telecopy to the attention of the other party at the addresses of the parties as first set forth above.
  4. SEVERABILITY AND ASSIGNMENT. The invalidity or unenforceability, in whole or in part, of any provision in this Agreement shall not affect in any way the remainder of the provisions herein. This Agreement may not be assigned by Customer without Performer’s consent.
  5. ENTIRE AGREEMENT. This Agreement, together with any other materials referenced in or expressly made a part of the Agreement, constitutes the final and entire Agreement between Performer and Customer and supersedes all prior and contemporary agreements, oral or written.
  6. COUNTERPARTS. The Parties hereto agree that facsimile signatures shall be as effective as if originals. This Agreement may be executed via facsimile in any number of counterparts, all of which taken together shall constitute one and the same agreement.

In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

___________________________ ________________________

(Name) (Signature)

_________________________ _________________________
(Name) (Signature) 

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