THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) BY AND BETWEEN THE CLIENT: United Outreach Help Center of 3438 Emmorton Road #40 Abingdon MD 21009 (the “Client”) and the CONTRACTOR “Contractor”. For the PURPOSE OF HIRING THE CONTRACTOR.
The Client has engaged the Service Provider or Contractor because he/she possesses special skills and qualifications, as well as knowledge and experience, necessary to provide services which are of value to the Client.
The Contractor has agreed to be engaged as an Independent Contractor to provide the Client the services set forth, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, AND IN CONSIDERATION OF the mutual promises described in the website, as well as the covenants and agreements herein set forth, the Client and the Independent Contractor agree as follows:
SCOPE OF SERVICES
1. The Client hereby engages the services of the Independent Contractor, and the Independent Contractor agrees to provide to the Client the services described further herein (the “Services”)
Sales and marketing of the United Outreach Help Center income program.
2. The Services shall also include any and all other tasks agreed to by the Parties, in accordance with the terms and conditions of this Agreement. The Independent Contractor hereby agrees to provide such Services to the Client, and the Client agrees to not control the manner or means by which the Independent Contractor performs the Services [including but not limited to the time and place the Independent Contractor performs the services].
3. The term of this Agreement (the “Term”) shall begin on the date of this Agreement and shall remain in full force and effect indefinitely until terminated as provided under this Agreement.
4. This Agreement may be terminated at will by either Party upon compliance of the requisite of 1 days’ written notice to the other Party.
5. The Agreement may be terminated by either Party, without advanced notice, upon a material breach by the other party of any of the herein provisions or obligations. Furthermore, the compliant Party shall be entitled to compensation from the defaulting Party for all reasonable damages suffered.
6. This Agreement may be terminated without cause at any time by the client.
7. The obligations of the Independent Contractor shall end upon the termination of this Agreement, except as otherwise provided herein.
8. The Parties agree to do their best efforts to satisfy the performance of the terms of this Agreement.
9. During the Term, the Client shall pay the Independent Contractor for services as follows:
The client will be receiving 50% commission on all monthly sales.
10. Payment for invoices submitted to the Client by the Independent Contractor are due within zero days of receipt of the invoice from the Independent Contractor; except upon network error
11. The Independent Contractor shall be responsible for paying all ordinary and necessary expenses incurred in connection with the provision of the services, and shall not be reimbursed for any of these expenses.
12. The Client agrees to pay to the Independent Contractor no additional fee, on the amount owed for being late on a payroll payment.
13. The contractor agrees to protect any “Confidential Information” which shall mean and include, without limitation, any and all trade secrets, secret processes, markets, marketing data, marketing plans and marketing strategies; customer names and addresses, prospective customer lists; data concerning the Client’s products and methods, research, product plans, services, equipment, software, inventions, discoveries, ideas, designs, drawings, hardware, formulations, specifications, product configuration information and finance documents and any other information of a similar nature disclosed to the Independent Contractor or otherwise made known to him as a consequence of or through his relationship with the Client.
14. Confidential Information Belongs to Client: All notes, data reference materials, memoranda, documentation and records in any way incorporating or reflecting any of the Confidential Information shall belong exclusively to the Client, and the Independent Contractor agrees to return the originals and all copies of such materials in his possession, custody or control to the Client upon request or upon termination or expiration of the Term of this Agreement. Confidential Information shall not, however, include the following: Any information which the Independent Contractor can establish that (i) was publicly known and made generally available in the public domain prior to the time of disclosure to the Independent Contractor by the Client; (ii) becomes publicly known and made generally available after disclosure to the Independent Contractor, by the Client, through no action or inaction Independent Contractor; (iii) is in the possession of the Independent Contractor, without confidentiality restrictions, at the time of disclosure by the Client as shown by the Independent Contractor’s then-contemporaneous files and records kept in the ordinary course of business; or (iv) readily ascertainable or independently developed.
15. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will end on the termination of this Agreement, except in the case of any Confidential Information which is a trade secret, in which case those obligations will last indefinitely.
OWNERSHIP OF INTELLECTUAL PROPERTY
16. All intellectual property made, developed, conceived, first reduced to practice, fixed in any tangible medium of expression or created independently by the Client, and any related material, including any moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, as well as, any other original works of authorship included, will be considered a “work made for hire” and the sole and exclusive property of the Client. Thus, the use by the Client of its Intellectual Property will not be restricted in any manner or form.
17. The Client shall own all the Independent Contractor work product or deliverables in this Agreement; all ideas, inventions, concepts, know-how, development tools, techniques, and any other propriety material or information that may be developed by the Independent Contractor in connection with performance of the services, and all related patent rights, copyrights, and other intellectual property rights, and which the Independent Contractor shall not use for any purpose, unless as authorized in this Agreement by the Client. The Independent Contractor shall be responsible for any and all damages resulting from the unauthorized use of the Client’s Intellectual Property.
RETURN OF PROPERTY
18. Upon the written request of the Client, the Independent Contractor shall return all documents and other tangible objects, which in any way relate to the Client’s Confidential Information, or any other type of documents representing Confidential Information and all copies thereof which are in the possession of the Independent Contractor shall be and remain the property of the Client. Upon termination of this Agreement, any property, documentation, records, or which is the property of the Client shall be promptly returned to said party upon its request. In no event shall the Independent Contractor have the right to use or exploit the Client’s property for any purpose after its return.
CAPACITY/INDEPENDENT CONTRACTOR NOTICE
19. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given by first class U.S. Mail, registered or certified, return receipt requested, postage pre-paid and delivered to the Parties at the following addresses: United Outreach Help Center 3438 Emmorton Road #40, Abingdon MD 21009.
INDEMNIFICATION
20. The Parties shall indemnify, defend and hold harmless each other and its respective subsidiaries, affiliates, officers, employees, contractors, and agents, even beyond the termination of this Agreement, from and against all claims and losses (including costs of defense and reasonable attorney’s fees) of any nature arising out of, resulting from, or relating to, the Independent Contractor’s provision of services or violation of the terms of this Agreement. This indemnification will survive the termination of this Agreement.
21. The contractor will be terminated immediately if qualifying payment is not received by the United Outreach Help Center, monthly, as required. There is no grace period extended to the contractor. The contractor may reapply and receive a new Username and start again with new customers. No old customers are transferred to the new agent..
22. This Agreement cannot be modified; any performance or condition waived, in whole or in part, except by a written document signed by the Party or an authorized representation of said Party against whom enforcement of the modification or waiver is sought.
23. The Independent Contractor shall not assign, sell, transfer, delegate, or otherwise dispose of any Independent Contractor rights or material duties or obligations under this Agreement without the express written consent of the Client. Any purported assignment, transfer, or delegation without the consent of the Client shall be void. Furthermore, all services must be performed by the Independent Contractor and the Independent Contractor shall not use, voluntarily or by operation of law, any subcontractors to perform any duties or responsibilities under this Agreement, except with the written consent of the Client.
ENTIRE AGREEMENT
24. This Agreement, including all attachments, contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces any prior agreement, written or oral, that may otherwise apply. Any statement, representations, and/or understanding not set in this Agreement, including the printed terms of any invoice or other document, such as warranties, collateral agreement or condition affecting this Agreement, shall have no force or effect over this Agreement.
GOVERNING LAW
25. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Maryland.
SEVERABILITY
26. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and effective under applicable law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, it shall be deemed separable from, and shall in no way affect the validity or enforceability of, the remaining provision of this Agreement, and the rights and obligations of the parties shall be enforced.
27. No waiver by either Party of any default or breach of any of the provisions of this Agreement shall in any way prejudice the complying Party or be construed as a waiver with respect to any subsequent default or breach by the other Party.
