INDEPENDENT CONTRACTOR'S AGREEMENT
CONTRACTOR'S AGREEMENT (the "Agreement") is made between VIP Assistant Services, and The Signee (The Independent Contractor)
a corporation/sole proprietorship/whatever with its principal place of business at "Independent Contractor's Address".
of the mutual premises herein contained, Company and Independent Contractor hereby agree as follows:
hereby engages the Independent Contractor to render the services, and deliver the reports, according to the schedule and as
described in the annexed Exhibit A (collectively, the "Services"). In the event of any conflict between this Agreement and
the annexed Exhibit A, this Agreement shall control.
full consideration for the performance of the Services hereunder, and for any rights granted or relinquished by the Independent
Contractor under this Agreement, the Company shall pay the Independent Contractor as follows
B. $20.00 for each 3-hour gift certificate sold.
C. 1-5 hours- $5.00
6-10 hours- $10.00
11-20 hours- $20.00
21-30 hours- $30.00
31-40 hours- $40.00
This is pay per sale
D. There will be more promotions added periodically.
The information will be emailed to you. Your commission varies for each individual promo. You will have to agree to the terms
of each project before participating.
Contractor acknowledges and agrees that, except as provided in this Section 2, it shall not be entitled to, and the Company
shall not be obligated to pay, any monies or other compensation for the Services provided and rights granted under this agreement.
3: ASSURANCE OF SERVICES
A. Independent Contractor will assure that they will be available to perform, and will perform, the
Services hereunder until they are completed.
4: INDEPENDENT CONTRACTOR RELATIONSHIP
Independent Contractor agrees to perform the Services hereunder solely as an Independent Contractor. The parties to this Agreement
recognize that this Agreement does not create any actual or apparent agency, partnership, franchise, or relationship of employer
and employee between the parties. The Independent Contractor is not authorized to enter into or commit the Company to any
agreements, and the Independent Contractor shall not represent itself as the agent or legal representative of the Company.
B. Further, the Independent Contractor shall not be
entitled to participate in any of the Company's benefits, including without limitation any health or retirement plans. The
Independent Contractor shall not be entitled to any remuneration, benefits, or expenses other than as specifically provided
for in this Agreement.
Company shall not be liable for taxes, Worker's Compensation, unemployment insurance, employers' liability, employer's FICA,
social security, withholding tax, or other taxes or withholding for or on behalf of the Independent Contractor or any other
person consulted or employed by the Independent Contractor in performing Services under this Agreement. All such costs shall
be Independent Contractor's responsibility.
5: PROPRIETARY RIGHTS
Independent Contractor acknowledges that it has no right to or interest in its work or product resulting from the Services
performed hereunder, or any of the documents, reports or other materials created by the Independent Contractor in connection
with such Services, nor any right to or interest in any copyright therein. The Independent Contractor acknowledges that the
Services and the products thereof (hereinafter referred to as the "Materials") have been specially commissioned or ordered
by the Company as "works made-for-hire" as that term is used in the Copyright Law of the United States, and that the Company
is therefore to be deemed the author of and is the owner of all copyrights in and to such Materials.
B. In the event that such Materials, or any portion
thereof, are for any reason deemed not to have been works made-for-hire, the Independent Contractor hereby assigns to the
Company any and all right, title, and interest Independent Contractor may have in and to such Materials, including all copyrights,
all publishing rights, and all rights to use, reproduce, and otherwise exploit the Materials in any and all formats or media
and all channels, whether now known of hereafter created. The Independent Contractor agrees to execute such instruments, as
the Company may from time to time deem necessary or desirable to evidence, establish, maintain, and protect the Company's
ownership of such Materials, and all other rights, title, and interest therein.
the foregoing, the Company acknowledges that the Independent Contractor's ability to carry out the work required is heavily
dependent upon the Independent Contractor's past experience in the industry and in providing similar services to others and
they expect to continue such work in the future. Subject to the confidentiality provisions of Section 6 below, generic information
communicated to the Company in the course of this project either orally, in the form of presentations, or in documents that
report such general industry knowledge is not subject to the terms of A & B above.
- In connection with the performance of Services hereunder, the Independent Contractor may be exposed
to confidential and proprietary information of the Company and their Clients, whether or not so identified (including without
limitation this Agreement). All such confidential and proprietary information shall be subject to the terms and conditions
of the Non-Disclosure Agreement, as annexed in Exhibit B
7: WARRANTIES AND INDEMNIFICATION
Independent Contractor represents and warrants that:
i) The Services shall be performed in accordance with,
and shall not violate, applicable laws, rules or regulations, and standards prevailing in the industry and the Independent
Contractor shall obtain all permits or permissions required to comply with such laws, rules or regulations.
ii) The Materials shall be original, clear, and presentable
in accordance with generally applicable standards in the industry.
iii) The Independent Contractor has full power and
authority to enter into and perform its obligations under this Agreement; this Agreement is a legal, valid, and binding obligation
of Independent Contractor, enforceable against it in accordance with its terms (except as may be limited by bankruptcy, insolvency,
moratorium, or similar laws affecting creditors' rights generally and equitable remedies); entering into this Agreement will
not violate the Charter or By-laws of Independent Contractor or any material contract to which it is a party;
Company represents and warrants that it has full power and authority to enter into and perform its obligations under this
Agreement; this Agreement is a legal, valid, and binding obligation of the Company, enforceable against it in accordance with
its terms (except as may be limited by bankruptcy, insolvency, moratorium, or similar laws affecting creditors' rights generally
and equitable remedies); entering into this Agreement will not violate the Charter or By-laws of the Company or any material
contract to which it is a party.
8: TERM AND TERMINATION
term of this Agreement shall commence on the date hereof and shall continue until the Independent Contractor satisfactorily
completes performance of the Services (hereinafter the "Term").
B. This Agreement may be terminated:
i) by either
party upon fifteen (15) days prior written notice if the other party breaches or is in default of any obligation hereunder
and such default has not been cured within such fifteen (15) day period
C. Neither party shall be liable or deemed to be in
default for any delay or failure in performance under this Agreement or interruption of service resulting, directly or indirectly,
from acts of God, civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents,
fire, explosions, earthquakes, floods, the elements, strikes, labor disputes, shortages of suitable parts, materials, labor
or transportation or any causes beyond the control of such party.
termination by either party, Independent Consultant shall provide to Company any and all copies, in whole or in part, of the
Materials (as they then exist) and any and all tangible materials the Company provided to the Independent Consultant in connection
with this Agreement.
10: GENERAL TERMS
Agreement shall be governed and construed in accordance with the laws of the State of New York applicable to contracts made
and fully performed therein, and the state and federal courts located in New York shall have exclusive jurisdiction of all
suits and proceedings arising out of or in connection with this agreement. Both parties hereby submit to the jurisdiction
of said courts for purposes of any such suit or proceeding, and waive any claim that any such forum is an inconvenient forum.
B. Any notices to either party under this Agreement
shall be in writing and delivered by hand or sent by nationally recognized messenger service, or by registered or certified
mail, return receipt requested, to the address set forth above or to such other address as that party may hereafter designate
by notice. Notice shall be effective when received, which shall be no greater than one (1) business day after being sent by
a nationally recognized messenger service or three days after being sent by mail.
D. The waiver by either party of a breach or violation
of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation.
E. Following the expiration or termination of this
Agreement, whether by its terms, operation of law, or otherwise, the terms and conditions set forth, as well as any term,
provision, or condition required for the interpretation of this Agreement or necessary for the full observation and performance
by each party hereto of all rights and obligations arising prior to the date of termination, shall survive such expiration
F. This Agreement represents the entire Agreement
between the parties. The Agreement may not be amended, changed, or supplemented in any way except by written Agreement signed
by both parties.
A. The Independant Contractor will process all transactions within the webpage given to them. The Independent
Contractor may choose to have a personal automated website created for them for a small fee, from which prospects
may go and purchase hours.
B. The Independent Contractor will work in their own establishment.
C. The Independent Contractor must have their own computer and an online connection
D. The Independant Contractor will recieve a VIP manual after hired.
E. The Independant Contractor must sign up for a PayPal Account to recieve their commission. The
Independant Contractor will be paid for each processes sale.
VIP Assistant agrees to furnish the independent contractor certain confidential information relating to ideas, inventions
or products for the purposes of determining an interest in developing, manufacturing, selling and/or joint venturing. The
Independent Contractor will also be disclosed personal information about customers and will only use it for the purposes of
VIP Assistant Services.
The Independent Contractor agrees to review, examine, inspect or obtain such confidential information only for the purposes
described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.
BE IT KNOWN,
1. The signee agrees to hold confidential or proprietary
information or trade secrets ("confidential information") in trust and confidence and agrees that it shall be used only for
the contemplated purposes, shall not be used for any other purpose, or disclosed to any third party.
2. No copies will be made or retained of any written
information or prototypes supplied without the permission of VIP Assistant Services.
3. At the conclusion of any discussions, or upon demand
by VIP Assistant Services, all confidential information, including prototypes, written notes, photographs, sketches, models,
memoranda or notes taken shall be returned to VIP Assistant Services.
4. Confidential information shall not be disclosed
to any employee, consultant or third party unless they agree to execute and be bound by the terms of this Agreement, and have
been approved by VIP Assistant Services.
5. This Agreement and its validity, construction
and effect shall be governed by the laws of New York.