Hands N Paws, LLC . Columbus, Ohio . 614-636-6644 support@myhandsnpaws.com
This agreement (the "Agreement") is established and entered into as of {date} (the "effective date") between Hands N Paws, LLC, (the "Company"), a limited liability company existing under the laws of the State of Ohio, with its principal service area in Columbus, and {contractorName} (the "Contractor") (collectively, the "Parties" WHEREAS, the Company requests the Contractor to perform services for it and may request the Contractor to perform additional services in the future; and WHEREAS, the Company and the Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed, WHEREAS, the Contractor confirms that he or she understands all provisions contained in this Agreement, and in the case that he or she requires clarification as to one or more of the provisions contained in this Agreement, he or she has requested clarification or sought legal guidance, NOW, THEREFORE, in consideration of the provisions contained in this Agreement, the parties herein agree as follows:
1.0 Services. Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Contractor shall perform pet sitting and dog walking assignments for the company's clients on a per project basis. Contractor acknowledges that each referred assignment is voluntary and contractor may accept or decline any assignment offered. Once contractor accepts assignment, contractor agrees to start and complete all pet sitting and dog walking as contracted for each assignment.
2.0 Contractor Representations and Warranties, Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Contractor agrees:
2.1 That he or she is fully authorized to enter into this Agreement, and that the Contractor's performance of the provisions under this Agreement will not violate any agreement the Contractor has in effect with any other person, business, organization and/or any law or governmental regulation.
2.2 That he or she is eighteen (18) years of age or older and is not otherwise incapacitated to agree to the provisions herein at the time of this Agreement.
2.3 That he or she will notify the Company of any schedule and/or availability change(s) that will adversely affect the Contractor's availability or ability to perform any accepted pet sitting and dog walking assignments, whether known or unknown at the time of this Agreement, no later than 1 week prior to such change(s If the Contractor becomes aware of such change(s) within the 1 week period, the Contractor agrees to notify the company of such change(s) immediately.
3.0 Company Representations and Warranties, Beginning on the Effective Date, and remaining in effect for the duration of this Agreement, the Company makes the following representations and warranties:
3.1 That it is fully authorized to enter into this Agreement, and that the Company's performance of the obligations under this Agreement will not violate any agreement between the Company and any other person, business, organization and/or any law or governmental regulation.
3.2 That the Company is in full compliance with any and all laws and/or statutes applicable to the services described herein.
4.0 Compensation. For the services rendered by the Contractor under this agreement, the Company agrees to pay the Contractor on a per-assignment basis. The Company agrees to pay the Contractor 50% of the total of each assignment accepted and completed to the client's satisfaction. The Contractor understands and agrees that the Company will retain a 50% referral fee for each assignment. The Contractor shall be entitled to the compensation noted herein for completed assignments by receiving total compensation via direct deposit on a bi-weekly basis on Fridays. Paystubs will be added shortly thereafter to the Contractor's folder in the company Google Drive.
5.0 Independent Contractor Status. The Contractor is an independent contractor of the Company. The Parties agree that nothing contained in this Agreement shall be construed to create or imply the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Therefore, the Contractor understands and agrees:
5.1 That the Contractor shall have no authority to act as agent for, or on behalf of, the Company, or to represent or bind the Company, in any manner.
5.2 That the Contractor shall not be entitled to worker's compensation, retirement, insurance or any other benefits afforded to employees, agents or partners of the Company.
5.3 That the Contractor is obligated to pay all expenses related to any accepted assignment, which may include travel, telephone, or other business expenses, and shall indemnify and hold harmless the Company from claims made by any entity for payment for such expenses incurred.
5.4 That the Contractor is responsible for adhering to state laws pertaining to self- employment and paying all related income taxes, including estimated taxes, incurred as a result of the compensation from contracted assignments through the Company. Moreover, the Contractor agrees to indemnify the Company for any claims, costs, losses, fees, penalties, interest or damages suffered by the Company for Contractor's failure to comply with this provision.
5.5 That the Contractor agrees that he/she is fully trained and capable of providing all assignments accepted and agrees that he/she is solely responsible for keeping availability updated so that the Company can clearly know when to assign visits to either be accepted or declined. Expectations with how work is to be performed is and always will be set forth by the client.
5.6 Contractor is responsible for providing all tools and supplies necessary to perform the functions and the duties associated with the contracted pet sitting and dog walking assignments. Contractor may purchase tools and supplies from Company or any other firm or business providing tools or supplies at the Contractor's own expense.
6.0 Confidential Information. The Contractor and his or her staff shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of the Contractor and his or her staff or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property, including client information; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.
7.0 Intellectual Property and Copyrights of the Parties, All information including and related to the accounts of clients of the Company, of any nature, whether existing at the time of this Agreement, or secured during the effective dates of this Agreement, shall be confidential and remain the exclusive property of the Company. THEREFORE, the Contractor understands and agrees:
7.1 All client keys, lockboxes, and any other device used to access the clients' homes used by the Contractor in performing pet sitting and dog walking assignments under this Agreement shall remain on the premises of the client once a contracted assignment is completed.
7.2 All client information, including, but not limited to, addresses, e-mail addresses and/ or any other client contact information constitutes proprietary and confidential business records of the Company and the sale or unauthorized use and/or disclosure of any of the Company's trade secrets obtained by the Contractor during the effective dates of this Agreement constitutes unfair competition. Therefore, the Contractor agrees not to engage in unfair competition with the Company. Furthermore, for a period of twelve (12) months immediately following the termination of this Agreement, the Contractor agrees to not directly or indirectly share with any person or business the identity or contact information of any of the Company's clients, or call on/attempt to call on, solicit or take away any of the clients of Company.
7.3 All files, accounts, documents, logos, equipment, forms and similar items related to the business of the Company and used by the Company, whether originally created by the Company or obtained elsewhere, and whether or not these items contain or constitute trade secrets of the Company, are and shall remain the exclusive property of the Company and shall not be used under any circumstances without the prior written consent of the Company.
8.0 Liability. The Company shall not be responsible for any costs incurred by the Contractor, including, without limitation, any and all fees and expenses, including but not limited to those described in Section 5.6 above. Furthermore, the Contractor understands and agrees:
8.1 The Company makes no guarantees regarding the physical and/or mental fitness, or background, of any Client. The Contractor shall perform contracted pet-sitting services per this Agreement at his or her own risk or may conduct any background checks at the Contractor's own expense if so desired.
8.2 Except in regards to the Parties' indemnification obligations detailed in Section 10, neither party shall be liable to the other for any special, indirect, incidental, punitive, or consequential damages arising from or related to this agreement, including, but not limited to, bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
9.0 Disclaimer of Warranty. Except as expressly set forth in this Agreement, no party makes, and each party specifically disclaims, any representations or warranties, express or implied, regarding the activities and services contemplated by this Agreement, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, and any implied warranties arising from course of dealing or course of performance. Company does not provide any warranty that operation of any services hereunder will be uninterrupted or error-free.
10.0 Indemnification The Contractor agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the Contractor's services under this Agreement. This provision shall survive the duration of this Agreement. Moreover, the Contractor agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Contractor's services under this Agreement, unless expressly stated otherwise by the Company, in writing.
11.0 Duration. Scope and Severability, This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to Section 11 of this Agreement. The Parties agree:
11.1 Either party may terminate this Agreement for any reason upon seventy-two (72) hours written notice to the other party.
11.2 This Agreement, and any accompanying appendices, duplicates, or copies, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersedes all prior negotiations, agreements, representations, and understandings of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.
11.3 This Agreement may be amended only by written agreement duly executed by an authorized representative of each party.
11.4 If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.
11.5 No modifications to this Agreement shall be binding upon the Company without the express, written consent of the Company.
11.6 This Agreement shall not be assigned by either party without the express consent of the other party.
12.0 Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio without reference to any principles of conflicts of laws, which might cause the application of the laws of another state. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable federal or state courts having jurisdiction in the State of Ohio. Each party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the State of Ohio.
13.0 Walver of Rights, A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this agreement as of the Effective Date.