1. Duties
1.1 Primary Duties
During the term of this Agreement, _________________________will be hired by the Company as an Independent Contractor to serve as a Caregiver. Caregivers are scheduled based on their availability. The primary job responsibilities of a Caregiver include, but are not limited to, the
following:
• Assisting clients with bathing, grooming, dressing, feeding and personal care;
• Light cleaning, cooking, doing laundry, and medication reminders;
• Help with remote controls, running errands, and playing games;
• Supervision when there is a risk of wandering or self-injury;
• Interact with client’s family members to address their concerns regarding the client’s health; and
• Act quickly and responsibly in cases of emergency.
1.2 Additional Requirements
In addition to the duties described in Section 1.1 above, the Caregiver must:
• Possess a high school diploma or equivalent;
• Be at least 18 years of age and able to pass a drug screen and background check;
• Be reliable and possess time management skills;
• Be comfortable using technology and mobile apps;
• Be willing to adhere to health and safety standards.
2. Term of Contract
2.1 Definitions
For purposes of this Agreement the following terms have the following meanings:
(a) "Termination for Cause" means termination by Company of Caregiver’s contract
(1) by reason of Caregiver’s willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company, (2) by reason of Caregiver’s material breach of this Agreement or (3) by reason of Caregiver’s gross negligence or intentional misconduct with respect to the performance of Caregiver’s duties under this Agreement; provided, however, that no such termination will be deemed to be a Termination for Cause unless the Company has provided Caregiver with written notice of what it reasonably believes are the grounds for any Termination for Cause and Caregiver fails to take appropriate remedial actions during the thirty (30) day period following receipt of such written
notice.
(b) "Termination Other than For Cause" means termination by the Company of
Caregiver’s contract with the Company for reasons other than those which constitute Termination for Cause.
(c) "Voluntary Termination" means termination by Caregiver of his or her contract
with the Company, excluding termination by reason of Caregiver’s death or disability as described in Sections 2.5 and 2.6.
2.2 Basic Term
The term of Caregiver’s contract with the Company will commence on the Effective Date and will be perpetual until Termination by the Company or Caregiver as provided herein.
2.3 Termination for Cause
Termination for Cause may be effected by the Company at any time during the term of this Agreement and may be effected by written notification to Caregiver; provided, however, that no Termination for Cause will be effective unless Caregiver has been provided with the prior written notice and opportunity for remedial action described in Section 2.1. Upon Termination for Cause, Caregiver is to be immediately paid all compensation to the extent earned, all to the date of termination.
2.4 Termination Other Than for Cause
Notwithstanding anything else in this Agreement, Company may effect a Termination Other Than for Cause at any time upon giving notice to Caregiver of such Termination Other Than for 3 Cause. Upon any Termination Other Than for Cause, Caregiver will immediately be paid all accrued compensation to the extent earned, all to the date of termination.
2.5 Termination Due to Disability
In the event that, during the term of this Agreement, Caregiver should, in the reasonable judgment of the Chief Executive Officer, fail to perform Caregiver’s duties under this Agreement because of illness or physical or mental incapacity ("Disability "), and such Disability continues for a period of more than thirty (30) days, Company will have the right to terminate Caregiver’s contract by written notification to Caregiver and payment to Caregiver of all accrued compensation to the extent earned, all to the date of termination. Any determination by the Chief
Executive Officer with respect to Caregiver’s Disability must be based on a determination of competent medical authority or authorities, a copy of which determination must be delivered to Caregiver at the time it is delivered to the Chief Executive Officer. In the event Caregiver disagrees with the determination described in the previous sentence, Caregiver will have the right to submit to the Company a determination by a competent medical authority or authorities of Caregiver’s own choosing to the effect that the aforesaid determination is incorrect, and that
Caregiver is capable of performing his or her duties under this Agreement. If, upon receipt of such determination, the Company wishes to continue to seek to terminate this Agreement under the provisions of this section, the parties will submit the issue of Caregiver’s Disability to arbitration in accordance with the provisions of this Agreement.
2.6 Death
In the event of Caregiver’s death during the term of this Agreement, Caregiver’s contract is to be deemed to have terminated as of the last day of the month during which Caregiver’s death occurred, and Company will pay to Caregiver’s estate accrued compensation to the extent earned, all to the date of termination.
2.7 Voluntary Termination
Caregiver may voluntarily terminate this Agreement by giving two (2) weeks written notice to the Chief Executive Officer. In the event of a Voluntary Termination, the Company will pay to Caregiver all accrued compensation to the extent earned, all to the date of termination.
3. Salary, Benefits and Other Compensation
3.1 Base Salary
As payment for the services to be rendered by Caregiver as provided in Section 1 and subject to the terms and conditions of Section 2, Company agrees to pay to Caregiver a minimum hourly wage of $12.00 per hour, and a maximum hourly wage of $18.00 per hour, depending on the client assigned to the Caregiver. If a Caregiver is assigned multiple clients, the hourly wage may vary per client.
3.2 No Withholding of Taxes
As Caregiver is entering into an Independent Contractor relationship with the Company, Caregiver will be responsible for all federal and state income taxes, and there will be no withholding of the same by the Company.
3.3 Expenses
As Caregiver is entering into an Independent Contractor relationship with the Company, in general, the Company will not reimburse expenses of the Caregiver. However, the Company, in its discretion, from time to time, may offer a gas card to the Caregiver.
4. Confidentiality and Noncompetition
4.1 Confidentiality
Because of the Caregiver’s position in the Company, Caregiver will have access to trade secrets and confidential information about the Company, its products, its customers, and its methods of doing business (the "Confidential Information"). During and after the termination of Caregiver’s contract with the Company, Caregiver may not directly or indirectly disclose or use any such Confidential Information; provided, that Caregiver will not incur any liability for disclosure of
information which (a) is required in the course of Caregiver’s contract by the Company, (b) was permitted in writing by the Company or (c) is within the public domain or comes within the public domain without any breach of this Agreement.
4.2 Noncompetition
In consideration of Caregiver’s access to the Confidential Information, Caregiver agrees that for a period of one (1) year after termination of Caregiver’s contract, Caregiver will not, directly, or indirectly, Caregiver will not induce or attempt to induce any employee or other independent contractor of the Company to discontinue his or her employment or contract with the Company for the purpose of becoming employed or contracted by any competitor of Company. Further,
Caregiver is strictly prohibited from accepting private pay clients apart from and independently of this Agreement.
5. Assignment of Inventions
All processes, inventions, patents, copyrights, trademarks, and other intangible rights (collectively the "Inventions") that may be conceived or developed by Caregiver, either alone or with others, during the term of Caregiver’s contract, whether or not conceived or developed during Caregiver’s working hours, and with respect to which the equipment, supplies, facilities, or trade secret information of Company was used, or that relate at the time of conception or reduction to practice of the Invention to the business of the Company or to Company's actual or
demonstrably anticipated research and development, or that result from any work performed by Caregiver for Company, will be the sole property of Company, and Caregiver hereby assigns to the Company all of Caregiver’s right, title and interest in and to such Inventions. Caregiver must disclose to the Company all inventions conceived during the term of contract, whether or not the invention constitutes property of Company under the terms of the preceding sentence, but such
disclosure will be received by Company in confidence. Caregiver must execute all documents, including patent applications and assignments, required by the Company to establish Company's rights under this Section.
6. Miscellaneous
6.1 Waiver
The waiver of any breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach of the same or other provision of this Agreement.
6.2 Entire Agreement; Modification
Except as otherwise provided in the Agreement, this Agreement represents the entire understanding among the parties with respect to the subject matter of this Agreement, and this Agreement supersedes any and all prior understandings, agreements, plans, and negotiations, whether written or oral, with respect to the subject matter hereof, including without limitation, any understandings, agreements, or obligations respecting any past or future compensation,
bonuses, reimbursements, or other payments to Caregiver from the Company. All modifications to the Agreement must be in writing and signed by the party against whom enforcement of such modification is sought.
6.3 Notice
All notices and other communications under this Agreement must be in writing and must be given by personal delivery, or first-class mail, certified or registered with return receipt requested, and will be deemed to have been duly given upon receipt if personally delivered, five (5) days after mailing, if mailed, to the respective persons named below:
If to Company:
UGAF LLC d/b/a U Got a Friend HomeCare
PO Box 471898
Tulsa, Oklahoma 74147
Attn: Charonda K. Jordan
If to Caregiver:
____________________ (Street Address)
_____________________(City, State, Zip)
Any party may change such party's address for notices by notice duly given pursuant to this Section.
6.4 Headings
The Section headings of this Agreement are intended for reference and may not by themselves determine the construction or interpretation of this Agreement.
6.5 Governing Law
This Agreement is to be governed by and construed in accordance with the laws of the State of Oklahoma applicable to contracts entered into and wholly to be performed within the State of Oklahoma, by Oklahoma residents. Any controversy or claim arising out of or relating to this Agreement, or breach of this Agreement (except any controversy or claim with respect to Section 5 or 6), is to be settled by arbitration in Tulsa, Oklahoma, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered
by the arbitrators may be entered in any court having jurisdiction. There must be three arbitrators, one to be chosen directly by each party at will, and the third arbitrator to be selected by the two arbitrators so chosen. Each party will pay the fees of the arbitrator he or she selects and his or her own attorneys, and the expenses of his or her witnesses and all other expenses connected with presenting his or her case. Other costs of the arbitration, including the cost of any record or transcripts of the arbitration, administrative fees, the fee of the third arbitrator, and
all other fees and costs, will be borne equally by the parties. Notwithstanding anything in this Agreement to the contrary, if any controversy or claim arises between the parties under Section 5 or 6 of this Agreement, the Company will not be required to arbitrate that controversy or claim but the Company will have the right to institute judicial proceedings in any court of competent jurisdiction with respect to such controversy or claim. If such judicial proceedings are instituted,
the parties agree that such proceedings will not be stayed or delayed pending the outcome of any arbitration proceeding under this Agreement. In addition, the prevailing party to any arbitration or litigation brought on claims of the breach of
this Agreement shall be entitled to an award of attorney fees.
6.6 Survival of Company's Obligations
This Agreement will be binding on, and inure to the benefit of, the executors, administrators, heirs, successors, and assigns of the parties; provided, however, that except as expressly provided in this Agreement, this Agreement may not be assigned either by the Company or by Caregiver.
6.7 Counterparts
This Agreement may be executed in one or more counterparts, all of which taken together willconstitute one and the same Agreement.
6.8 Enforcement
If any portion of this Agreement is determined to be invalid or unenforceable, that portion of this Agreement will be adjusted, rather than voided, to achieve the intent of the parties under this Agreement.
6.9 Indemnification
The Company agrees that it will indemnify and hold Caregiver harmless to the fullest extent permitted by applicable law from and against any loss, cost, expense or liability resulting from or by reason of the fact of the Caregiver’s contract hereunder, whether as an officer, contractor, agent, fiduciary, director or other official of the Company, except to the extent of any expenses, costs, judgments, fines or settlement amounts which result from conduct which is determined by
a court of competent jurisdiction to be knowingly fraudulent or deliberately dishonest or to constitute some other type of willful misconduct.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and
year first above written.