Techcontract

Techcontract

INDEPENDENT CONTRACTOR AGREEMENT

(Company)

 

This Independent Contractor Agreement (“Agreement”) is between Steve Labarre, DBA Coast to Coast Marine, with a principal place of business at 1069 Shafter st San diego (“Company”), and (“Contractor”).

Coast to Coast Marine Service is an awesome marketing and administrative marine service business that brings together the best marine service contractors and the best customers for mutual benefit and profit.  Contractor is a dedicated and serious marine service provider who desires to utilize the Coast to Coast Marine brand, referral and administrative services to grow its business and to be recognized as a top level, dedicated and respected marine services professional. Company and Contractor enter into this agreement in the spirit of mutual benefit and according to the terms and conditions set forth below.

 
  • Services
  • Nature of Services.  Contractor will perform the services, as more particularly described pursuant to each mutually agreed upon and execution of the work on behalf of the Company as an independent contractor (the “Services”).  The Services have been specially ordered by third-party customers (“Customers”) and approved, scheduled, and commissioned by Company. Contractor retains the sole right to control or direct the manner in which the Services are to be performed. Contractor and company may discuss issues related to the Services, but both parties understand that Contractor will always be responsible for and shall make all decisions regarding the Services. The performance and completion of the Services shall be satisfactory to the Customer and shall be consistent with Company’s standards. Company hereby grants Contractor the right to use Contractor’s “Coast to Coast Marine” brand in connection with the performance of the Services, which includes, but is not limited to, certain clothing, logos, administrative services, and marketing services (the “Brand”).
  • Brand Marketing. Should Contractor choose to utilize the Brand in its performance of the Services or in any other capacity, Contractor agrees to compensate Company 12.5% of its hourly rate based on the total amount of hours billed to Customers calculated by Contractor’s login and logout times on Company’s website. If Contractor reduces the amount billed to Customer, Contractor must notify Company of the reduction in writing within seven (7) days of performing the Services and provide a copy of the invoice sent to the Customer. Company shall invoice Contractor on a monthly basis and payments shall be paid by Contractor to Company within fourteen (14) days of delivery of the invoice. In exchange for the payment, Contractor shall be able to fully utilize the Brand, and Company’s logo and other related branding subject to the discretion of Company. The company further agrees to assist Contractor in its promotion of its product and services which may include online marketing, social media, print media, boat shows, and direct marketing subject to the sole discretion of the Company.
  • Relationship of the Parties.  Contractor enters into this Agreement as, and shall continue to be, an independent contractor. All Services shall be performed only by Contractor and Contractor’s employees.  Contractor shall be responsible for all costs and expenses incident to performing its obligations under this Agreement and shall provide Contractor’s own supplies, tools, material, and equipment. Under no circumstances shall Contractor, or any of Contractor’s employees, look to Company as his or her employer, or as a partner, agent or principal.  Neither Contractor, nor any of Contractor’s employees, shall be entitled to any benefits accorded to Company’s employees, including without limitation worker’s compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name, unemployment, disability, worker’s compensation and other insurance, as well as driver’s licenses, business licenses, and permits usual or necessary for conducting the Services.
  • Compensation and Reimbursement.  Contractor shall be compensated for the Services directly by the Customer as set forth on Exhibit A.  Completeness of work product shall be determined by Company and/or Customer, and Contractor agrees to make all repairs, modifications, and maintenance as requested by Company or Customer. No other fees and/or expenses will be paid to Contractor, unless such fees and/or expenses have been approved in advance by the Company in writing.  Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, insurance premiums, payroll type taxes, and local, state, and federal taxes related to this Agreement. Neither FICA (Social Security), FUTA (Federal Employment), nor local, state, or federal income taxes will be withheld from payments to Contractor.
  • Personnel.  Contractor represents and warrants to Company that its employees performing Services hereunder will have (a) sufficient expertise, training and experience to accomplish the Services; and (b) executed agreements which state that (i) all work done by the employee will be a work made for hire, as that term is defined under U.S. copyright law, and will owned by Contractor; and (ii) the employee assigns all rights in and to all work done by the employee to Contractor.  Contractor agrees that all its personnel shall be compensated, taxes withheld, and other benefits made available as required by applicable law and regulations.
  • Protection of Company Information
  • Company Information.  Company now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business in addition to the Brand (collectively, “Company Information”). Company will be disclosing Company Information to Contractor during Contractor’s performance of the Services.  Company Information includes not only information disclosed by Company, but also information developed or learned by Contractor during Contractor’s performance of the Services.  Company Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Company is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Company, whether or not such information is identified by Company.  By way of example and without limitation, Company Information includes any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above.  Company Information also includes like third-party information which is in Company’s possession under an obligation of confidential treatment.
  • Protection of Company Information.  Contractor agrees that at all times during or subsequent to the performance of the Services, Contractor will keep confidential and not divulge, communicate, or use Company Information, except for Contractor’s own use during the Term of this Agreement to the extent necessary to perform the Services. Contractor further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Company Information from Company’s principal place of business, without prior written approval of Company.
  • Ownership. Contractor hereby assigns to Company all rights, titles, and interest in any and all photographic images and videos or audio recordings made by Company during Contractor’s performance of the Services, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings. Contractor acknowledges that Company may use Contractor’s name and/or likeness use in advertising and other materials.
  • Contractor’s Representations and Warranties.  Contractor represents and warrants to Company that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Company; that in performing under the Agreement; (b) Contractor will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of Contractor, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party.  Contractor shall defend, indemnify and hold Company and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys’ fees) arising from any claim, action or proceeding based upon or in any way related to Contractor’s, or Contractor’s employees, breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor or Contractor’s employees.
  • General Indemnification. Contractor will defend and indemnify Company, its subsidiaries and affiliates, and their respective officers, directors, agents and employees (collectively, “Company Affiliates”) against all third party claims, demands, suits, or actions (collectively “Claims”) brought against Company or Company Affiliates, and pay all damages, costs, losses, liabilities and expenses (including reasonable attorney’s fees) incurred by Company or Company Affiliates as a result of such Claims, to the extent arising from Contractor’s, or its employee’s or agent’s: (a) negligence or willful misconduct; or (b) breach of any provision of this Agreement or any SOW.
  • Term and Termination
  • Effective Date. This Agreement is effective as of the Effective Date set forth on the first page. This Agreement will remain in effect until all Services are fully performed under all SOWs. Each SOW may have a different effective date and expiration date. This Agreement is retroactive and will govern any Services that are described in an SOW, but were commenced by Contractor before execution of the SOW.
  • Termination for Breach. If either party breaches this Agreement or any SOW, then the other party may terminate this Agreement and the SOW after giving written notice of the breach and five days to cure the breach.
  • Termination for Convenience. Unless an SOW provides otherwise, either party may terminate any SOW without cause upon 15 days’ notice to the other party. Neither party may terminate this Agreement without cause so long as any SOW remains in effect. If no SOW is in effect, either party may terminate this Agreement at any time immediately upon written notice to the other party.
  • Company’s Obligations Upon Termination. Upon termination, Company will pay Contractor for all fees due as of the date of termination. Company will have no other obligation to Contractor.
  • Contractor’s Obligations Upon Termination. Upon termination, Contractor will immediately cease from using the Brand or Company’s Information in any respect.
  • Continuing Obligations of Contractor.  The provisions of Sections 1, 2, 3, and 4, and 5.5 shall survive expiration or termination of this Agreement for any reason.
  • Insurance
  • Minimum Insurance Requirements. Contractor will maintain Commercial General Liability insurance of not less than $1,000,000 Combined Single Limit for Personal Injury and Property Damage. Contractor’s general liability insurance must include coverage for broad form property damage, blanket contractual liability, personal injury liability, and products/completed operations. Contractor’s insurance must name Company, its officers, employees and agents as additional insureds. Contractor will also maintain Automobile Liability insurance with a combined single limit for Bodily Injury and Property Damage of not less than $1,000,000 per occurrence. Contractor may maintain a lesser limit of General Liability or Automobile Liability insurance if such policy, combined with Contractor’s Umbrella or Excess Liability policy, meets the minimum coverage limits for General Liability and Automobile Liability insurance required under this Agreement.
  • Workers’ Compensation and Employer’s Liability Insurance. If Contractor has employees or acquires employees during the term of this Agreement, then Contractor must maintain Workers’ Compensation insurance as required by statute; and Employer’s Liability insurance in not less than $500,000 per accident, disease or injury (or as otherwise required by applicable state law). The policy must permit, or be endorsed to permit, Contractor’s waiver of insurer’s subrogation rights against Company and Contractor agrees to waive such rights.
  • Proof of Insurance and General Requirements. Contractor’s required insurance must: (1) respond as primary coverage concerning Contractor’s indemnity and insurance obligations under this Agreement and neither Company nor its insurers will be required to pay for any portion of such obligations, and (2) contain a standard cross liability endorsement or severability of interest clause. Contractor must provide Company with proof of insurance satisfactory to Company within three (3) days after execution of this Agreement and, subsequently, within three (3) days of written request from the Company. Contractor will immediately notify Company of any material change in its insurance. Contractor’s certificate of insurance must provide that no cancellation of the insurance will be effective without 10 days’ advance written notice to Company. In no event will any required insurance coverage or limits reduce Contractor’s obligations to Company under this Agreement.
  • Contractor’s Warranties
  • Warranty of Services. Contractor warrants that it will perform all Services in a professional manner and in conformance with the description in the SOW.
  • Warranty Remedies. If Contractor is in breach of any of the above warranty, Company may: (1) require Contractor to re-perform the Services at contractor’s expense until no longer in breach, (2) engage others to perform the Services or (3) perform the Services itself. Contractor will be liable to Company for any additional costs to Company related to the re-performance of the Services or the performance of the Services by Company or third parties.
  • Additional Provisions.
  • Governing Law and Attorney’s Fees.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its choice of law principles.  The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in San Diego County, California. In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.
  • Binding Effect.  This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.  Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Company’s prior written consent which may be withheld as Company determines in its sole discretion.  Any such purported assignment shall be void.
  • Severability.  If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.
  • Entire Agreement.  This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.
  • Injunctive Relief.  Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Company will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.
  • Contractor’s Remedy.  Contractor’s remedy, if any, for any breach of this Agreement shall be solely in damages and Contractor shall look solely to Company for recover of such damages.  Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Contractor shall look solely to Company for any compensation which may be due to Contractor hereunder.
  • Agency.  Contractor is not Company’s agent or representative and has no authority to bind or commit Company to any agreements or other obligations.
  • Amendment and Waivers.  Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound.  The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
  • Time.  Contactor agrees that time is of the essence in this Agreement.
  • Notices.  Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above.  Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.
 

CONTRACTOR HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS ITS TERMS AND BY ACCEPTING THIS APPOINTMENT CONSENT TO THE TERMS  OF THE CONTRACT AND IS AGREEING TO PAY COMPANY 12.5% OF THE TOTAL LABOR BILLED TO CUSTOMER.

 

COMPANY:

 

STEVE LABARRE, DBA COAST TO COAST MARINE