INDEPENDENT CONTRACTOR AGREEMENT

This Agreement is made and entered into on this {DATE} between HOME TEAM SERVICES LLC a Wyoming Limited Liability Corporation (the “Company”), and _______________ (the “Contractor”).

W I T N E S S E T H

WHEREAS, the Company desires to contract with the Contractor to render services to it for the period and upon the terms and conditions provided for in this Agreement; and

WHEREAS, the Contractor wishes to contract with the Company to provide services for the benefit of the Company for the period and upon the terms and conditions provided for in this Agreement.

NOW THEREFORE, for the reasons set forth above and in consideration of the mutual promises and agreements set forth herein, the Company and the Contractor agree as follows:

Services. Under this Agreement the Contractor agrees to be available to perform certain services for the Company as hereinafter stated. Specifically, the Contractor agrees to provide moving services and related labor for campus students, local residents within an agreed upon radius of the specified and such other jobs as may be offered by the Company within a designated service area. The Contractor is not obligated to perform services until the Contractor accepts a shift, which a shift shall be made available to the Contractor through a mobile based application, which shall notify the Contractor of an available shift opportunity. The Contractor is free to accept or reject any such assignments made available by the Company and also retains the right to perform services for other individuals or entities, provided that the Contractor fulfills his responsibilities under this Agreement and that he does not violate Section 6 herein. The Contractor shall furnish, at his own expense, the equipment, supplies and other materials used to perform the services, unless otherwise stated, in a shift details section, and communicated to the Contractor. [The Company, in its sole discretion, shall have the right to reject the Contractor’s acceptance of a shift, and upon notice to the Contractor, the Contractor shall not perform the services related to such shift.] Subcontractors. The Contractor shall not, without the prior written consent of the Company, which consent may be given or withheld in the Company’s sole discretion, engage any subcontractor to perform the services for which the Contractor is engaged under this Agreement.
Termination. Either party shall have the right to terminate this Agreement at any time by providing ten (14) days’ written notice to the other party. In addition, the Company may terminate this Agreement immediately if the Contractor fails to fulfill his responsibilities as set forth herein or breaches this Agreement. Any provision or provisions of this Agreement which by their terms contemplate performance following termination of this Agreement, including without limitation, Section 3 and Sections 5, 6, 7, 8, 9, 10, 11, 16 and 17, shall survive the expiration or termination of this Agreement.
Compensation, Expenses and Taxes. The Contractor shall be paid by the Company [______________ ($12-15)] per hour for services performed via direct deposit. The Contractor is responsible for their payroll administrative expense, which shall be deducted from each months first paycheck received (estimated $8/month) The Contractor shall use the Company’s provided system to track the number of hours spent. Upon customer verification of the Contractor’s performance of services, the Company shall pay all undisputed fees to the Contractor’s designated bank account via direct deposit within [seven days]. The Contractor is solely responsible for any travel or other costs or expenses incurred in connection with the performance of the services. The Contractor shall be responsible for the payment of any and all federal, state and local income taxes due and withholding’s attributable to the services performed by him under this Agreement.
Relationship of the Parties.

(a) The Contractor is an independent contractor of the Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employee or agency relationship between the Contractor and the Company for any purpose. The Contractor shall have no authority (and shall not hold himself out as having authority) to bind the Company, and the Contractor shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.

(b) Without limiting Section 5(a), the Contractor will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by the Company to its employees, and the Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on the Contractor’s behalf. The Contractor shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest. Subject to the conditions of Section 2, any persons engaged by the Contractor in connection with the performance of the Services shall be the Contractor’s subcontractors, and the Contractor shall be fully responsible for them and indemnify the Company against any claims made by or on behalf of any such subcontractors.

Confidentiality. The Contractor acknowledges that he will have access to information that is confidential and proprietary to the Company, including, without limitation, the existence and terms of this Agreement, trade secrets, technology, information pertaining to business operations and strategies, customers, pricing, marketing, sourcing, personnel, and operations of the Company, its affiliates or their suppliers or customers, in each case whether spoken, written, printed, electronic or in any other form or medium (collectively, the “Confidential Information”). The Contractor agrees to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of the Company in each instance, and not to use any Confidential information for any purpose except as required in the performance of the services. The Contractor shall notify the Company immediately in the event the Contractor becomes aware of any loss or disclosure of any Confidential Information.
Intellectual Property Rights.

(a) The Contractor shall make full and prompt disclosure to the Company of any inventions, processes or improvements related to the services made or conceived by the Contractor alone or with others during the term of this Agreement, whether or not such inventions, processes or improvements are protectable by trade secret or other intellectual property right and whether or not such inventions, processes or improvements are made or conceived during an assignment or performance of the services. The Contractor shall not disclose to any third party the nature or details of any such inventions, processes or improvements without the prior written consent of the Company.

(b) Upon request of the Company, the Contractor shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist the Company to prosecute, register, perfect, record or enforce its rights in any such inventions, processes or improvements. In the event the Company is unable, after reasonable effort, to obtain the Contractor’s signature on any such documents, the Contractor hereby irrevocably designates and appoints the Company as the Contractor’s agent and attorney-in-fact, to act for and on the Contractor’s behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights or other intellectual property protection related to the services with the same legal force and effect as if the Contractor had executed them. The Contractor agrees that this power of attorney is coupled with an interest.

Representations and Warranties. The Contractor represents and warrants to the Company that:
(a) The Contractor has the right to enter into this Agreement, to grant the rights granted herein and to perform fully all of the obligations in this Agreement;

(b) entering into this Agreement and performing services for the Company does not and will not conflict with or result in the Contractor’s breach or default under any other agreement or understanding to which the Contractor is subject;

(c) the Contractor has the required skill, experience and qualifications to perform the services, shall perform the services in a professional and workmanlike manner in accordance with best industry standards for similar services and will ensure that the services are performed in a timely and reliable manner; and

(d) The Contractor will perform the services in compliance with all applicable federal, state and local laws and regulations.

Limitation of Liability.

(a) IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CONTRACTOR OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) WITHOUT LIMITING SECTION 9(b), THE CONTRACTOR FURTHER ACKNOWLEDGES AND AGREES THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY INJURIES THAT THE CONTRACTOR MAY SUFFER, ANY DAMAGES THAT THE CONTRACTOR MAY CAUSE OR ANY LIABILITIES THAT THE CONTRACTOR MAY INCUR WHILE PERFORMING OR AS A RESULT OF PERFORMING SERVICES FOR THE COMPANY UNDER THIS AGREEMENT.

Indemnification.

(a) The Contractor shall defend, indemnify and hold harmless the Company and its affiliates and their respective officers, directors, employees, agents, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from:

(i) bodily injury, death of any person or damage to real or tangible, personal property resulting from the Contractor’s acts or omissions; and

(ii) The Contractor’s breach of any representation, warranty or obligation under this Agreement.

(b) The Company may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Contractor.

Non-solicitation. The Contractor agrees that he shall not solicit or attempt to solicit for any competitive business purpose any customer or client of the Company in the designated service area where the Contractor provided services for the Company. This restriction shall apply while this Agreement is in effect and for a period of one (1) year after the Agreement is terminated.

Entire Agreement. This Agreement contains the entire agreement and understanding between the parties regarding the subject matter hereof, and neither party has made any representations that are not contained herein upon which either party has relied in entering into this Agreement. Both parties acknowledge having read and fully understood this Agreement, and now freely and voluntarily, without coercion, enter into this Agreement.
Assignment. It is mutually agreed and understood that the Contractor shall not be permitted to assign or transfer any duties, rights or obligations arising from this Agreement without the written consent of the Company. The Company may freely assign its rights and obligations under this Agreement at any time. Subject to the limits on assignment stated above, this Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.
Modification. This Agreement shall not be modified or amended except by a writing duly executed by both parties. No waiver of any provision of this Agreement shall be effective unless the waiver is in writing and duly executed by both parties.
Waiver of Breach. The waiver by a party of the breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof by that party.
Arbitration and Choice of Law. The parties understand that they would have had a right or opportunity to litigate disputes through a court and to have a judge or jury decide their case, but both parties choose to have any disputes resolved through arbitration by the American Arbitration Association (or its successor). THE CONTRACTOR AGREES THAT ANY DISPUTE, CLAIM, OR CONTROVERSY CONCERNING THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT, OR ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO ANY INTERPRETATION, CONSTRUCTION, PERFORMANCE OR BREACH OF THIS AGREEMENT, SHALL BE SETTLED BY ARBITRATION TO BE HELD AT A MUTUALLY CONVENIENT LOCATION NO MORE THAN 50 MILES WHERE SERVICES WERE PROVIDED IN ACCORDANCE WITH THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION (OR ITS SUCCESSOR). The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company and the Contractor will pay the costs and expenses of such arbitration in such proportions as the arbitrator shall decide, and the Company and the Contractor shall separately pay their own counsel fees and expenses. This Arbitration Agreement is made pursuant to a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, as it may be amended. Judgment upon the award rendered may be entered in any Court of competent jurisdiction. If any portion of this Arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
Class Action Waiver. The Contractor hereby waives his right to participate as a representative or a member of a class in a class action related to any claim, dispute or controversy between the Contractor and the Company that in any way arises from or relates to this Agreement or the services performed hereunder (“Class Action Waiver”). Further, unless both the Contractor and the Company agree otherwise, an arbitrator resolving any dispute, claim or controversy under this Agreement may not consolidate more than one person’s claim or claims. Notwithstanding any other part of this Agreement, the validity and effect of this Class Action Waiver must be determined only by a court and not by an arbitrator.
Notice. Any notice required or authorized hereunder shall be deemed delivered when deposited, postage prepaid, in the United States mail, certified with return receipt requested, to the address appearing below such party’s signature on the last page of this Agreement.
Sever-ability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
By choosing “accept,” the Contractor expressly agrees to be bound by the terms and conditions of this Agreement and acknowledges that the Contractor is legally competent to enter into this Agreement with the Company.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of this {#} day of {month}., 20yy

CONTRACTOR

By: ______________________________

Title: _____________________________

Date:

Address for Notices:

________________________________

________________________________

________________________________

HOME TEAM SERVICES LLC.

By: Rodney Walton

Title: Managing Member

Date: February 7, 2016

Address for Notices:

412 N. Main Street STE 100

Buffalo Wyoming, 82834

INDEPENDENT CONTRACTOR AGREEMENT

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