by and between DV LUXURY TRANSPORTATION CORP/DV LUXURY CAR SERVICE/WIRELESS CAR
SERVICE, 1313 Prospect Ave, BRONX, New York,10459, hereinafter "DVL/DVT/WCS" and independent contractor driver, hereinafter "Independent Driver. “The parties hereby bind themselves to undertake a Cooperation Agreement ("Agreement") under the following terms and conditions:
TERM. The term of this Agreement shall be INDEFINITE unless terminated sooner in accordance with the terms of this Agreement (the "Term"
GOALS AND OBJECTIVES. INDEPENDENT LIVERY DRIVER TO PROVIDE FOR-HIRE LIVERY SERVICES TO THE PUBLIC. The Parties to this agreement shall abide by the terms of this agreement to achieve the following goals and objectives: PROVIDE FOR-HIRE TRANSPORTATION SERVICES TO THE PUBLIC
DVLT CORP shall perform the following obligations:
PROVIDE EACH DRIVER WITH CALLS AND TWO WAY COMMUNICATION WITH THE BASE,
The Independent Driver shall perform the following obligations:
PURCHASE THEIR OWN LIABILITY INSURANCE IN ACCORDANCE WITH NYC TLC REGULATIONS; I WILL SCHEDULE MY OWN WORK HOURS; WILL PAY MY OWN PERSONAL FEDERAL, STATE, AND SOCIAL SECURITY TAXES AND SURCHARGES; WILL BE RESPONSIBLE FOR MY OWN REPAIRS AND MAINTENANCE OF MY VEHICLE; I WILL HOLD DV LUXURY HARMLESS FROM ANY RESPONSIBILITY OF EMPLOYMENT TAXES, INSURANCE COVERAGE; WORKERS COMPENSATION; UNEMPLOYMENT COVERAGE
CONFIDENTIALITY. Subject to sub-clause (2) below, each party shall treat as strictly confidential all information received or obtained as a result of entering into or performing this Cooperation Agreement.
Each party may disclose information which would otherwise be confidential if and to the extent: (i) required by the law of any relevant jurisdiction; (ii) the information has come into the public domain through no fault of that party; or (iii) the other party has given prior written approval to the disclosure, provided that any such information disclosed shall be disclosed only after consultation with and notice to the other party.
RELATION OF THE PARTIES. The nature of relationship between DVL/DVT/WCS and the Independent Driver is that of two independent contractor's working together to achieve a common goal.
CONSIDERATION. This Agreement is being made in consideration of the following: DVLT CORP AGREES TO PAY EACH INDEPENDENT DRIVER A PERCENTAGE
OF THE CONTRACTED RATE, AND LESS A WEEKLY BASE FEE OF $ 110.00 OR $1.00 PER COMPLETED TRIP. EACH OF THESE FEES ARE SUBJECT TO CHANGE WITHOUT PRIOR APPROVAL OF THE INDEPENDENT DRIVER. (SEE ATTACHED)
REPRESENTATIONS AND WARRANTIES. Each party to this Cooperation Agreement represents and warrants to the other party that he/she/it: (a) has full power, authority and legal right to execute and perform this Cooperation Agreement; (b) has taken all necessary legal and corporate action to authorize the execution and performance of this Cooperation Agreement; (c) this Cooperation Agreement constitutes the legal, valid and binding obligations of such party in accordance with its terms; and (d) shall act in good faith to give effect to the intent of this Agreement and to take such other action as may be necessary or convenient to consummate the purpose and subject matter of this Cooperation Agreement. (e) Apart from the above representations and warranties, DVL/DVT/WCS represents and warrants to the Independent Driver as follows: DVL/DVT/WCS
IS NOT AN EMPLOYER OF THE INDEPENDENT LIVERY DRIVER AND EACH DRIVER
TERMINATION. Either party may terminate its performance of related obligations under this Agreement if the other party fails to rectify a material breach under a portion of this Agreement within thirty (3) days of receipt by the breaching party of written notice of such breach from the non-breaching party. In such case, the non-breaching Party shall be entitled, without further notice, to cancel that Party's involvement pursuant to the agreement, without prejudice to any claim for damages, breach of contract or otherwise. The parties agree that the failure or termination of any portion or relevant provision of this Agreement will not be a basis for terminating other severable obligations or provisions of this Agreement, unless the failure or breach is such that the entire Agreement loses substantially all of its value to the non-breaching party.
Any termination of this Agreement shall not absolve the Parties from the obligation to observe the confidentiality measures and other restraints as set out herein.
REMEDIES ON DEFAULT. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have IMMEDIATELY days from the effective date of such notice to cure the default(s Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.