Contractors Agreement & Compensation​

Contractors Agreement & Compensation

MAYNESTREET L.L.C. INDEPENDENT CONTRACTOR AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered into as of the date of this submission by and between MAYNESTREET, L.L.C. (hereinafter referred to as “Company”) and the person confirming their submission with a check in the box. (hereinafter referred to as “Contractor”).

RECITALS

WHEREAS, Company has established an online platform through which local community and industry leaders can schedule meetings for virtual networking.

WHEREAS, Company has identified a need for hosts to coordinate and host events booked through the Company’s online platform; and

WHEREAS, Contractor is in the business of providing the aforementioned services to customers such as Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

NOW, THEREFORE, in consideration of Contractor’s engagement by Company, the compensation to be paid therefore, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

AGREEMENT

Incorporation of Recitals. The foregoing recitals are hereby incorporated into this Agreement as if fully set forth herein.
Term.  The term of this Agreement (“Term”) shall begin on the latest date reflected in the signature block and continue unless terminated by either party according to Paragraph 18 below.
Services.  The services contemplated by this Agreement during the Term include:
Facilitating connections and building networks in Contractor’s community.
Scheduling, inviting attendees, and hosting virtual meetings conducted via Company’s Zoom account (“Events”).
Contractor shall have complete freedom to choose their meeting type, schedule and target markets to build their audience.  
Compensation.  During the Term, Contractor shall be paid $3.00 (USD) for each paid attendee to their event, such amount being due ten days from the completion of the event.  The Company shall not pay any Contractor expenses unless pre-approved in writing and supported with written documentation.
Independent Contractor Status.  Contractor acknowledges and agrees that its relationship with Company is that of an independent contractor of Company and no agency, partnership, joint venture or employment relationship is created by this Agreement.  To that end, Contractor acknowledges and agrees that (a) its services may be conducted from wherever Contractor believes is reasonably necessary to perform its obligations under this Agreement; (b) it is free from Company’s control and direction in the means and method of performance of its general charge; (c) the services that it has been engaged by Company to perform are outside the usual course of business of Company; (d) it is engaged in a trade, profession, occupation or business independent of Company and provides similar services to other individuals and/or entities; (e) it is responsible for providing the tools, staff, supplies and know-how necessary for it to perform its services under this Agreement; and (f) it is solely responsible and will indemnify and hold Company harmless for any payment of taxes on compensation that it receives for its services under this Agreement, and all claims or damages arising out of or in connection with its performance of services under this Agreement.  Contractor further agrees and acknowledges that it is solely responsible for classification of its workers and payment of compensation, worker’s compensation insurance, unemployment benefits, disability and health benefits, withholding of taxes, payment of employment taxes and the like for any workers working for it, whether as an employee, Contractor or volunteer, and shall indemnify and hold Company harmless from any claims or damages arising out of or in connection with such workers.
Insurance. Contractor hereby acknowledges and agrees that Contractor shall maintain any and all necessary insurance policies (including, but not limited to, if necessary,  general liability, worker’s compensation and unemployment insurance for its own employees) to carry out the services contemplated by this Agreement.
Contractor Representations and Warranties. The Contractor is or will be, prior to the commencement of services, licensed to perform the agreed-upon services enumerated herein and covenants that it maintains all valid licenses, permits, and registrations to perform same and on behalf of its employees and subagents. Contractor further represents and warrants that in performing services under the terms of this Agreement it will not use any confidential and/or proprietary information or trade secrets of any other individual or entity and that it is unaware of any obligations or limitations on solicitation or accepting orders from any customers for business with the Company. 

Intellectual Property Rights. 
As used herein, the term “Work Product” includes, but is not limited to, all materials, software, tools, data, inventions, works of authorship and other innovations of any kind, including, without limitation, any deliverables under the Statement of Work and any improvements or modifications to Company proprietary computer software programs and related materials, that Company, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing any work under this Agreement or as a result of such work, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection. All Work Product developed in the performance of this Agreement belongs exclusively to Company and are works made for hire.  

If any Work Product developed in the performance of this Agreement is not owned by operation of law, Contractor will assign the ownership of copyrights and all other property rights in such Work Product to the Company. Contractor grants the Company all intellectual property rights licensable by Consultant which are necessary for the Company to use, operate, market, and implement all Work Product developed in the performance of this Agreement.

Confidentiality.
In the course of performing services, the parties recognize that Contractor may come in contact with or become familiar with information which the Company or its affiliates or subsidiaries or customers may consider confidential. All such information, whether known on the date hereof or become known hereafter, is collectively referred to as “Confidential Information.”   This information may include, but is not limited to, information pertaining to trade secrets, processes, formulae, data, know-how, discoveries, developments, designs, improvements, inventions, techniques, contacts, certification information, financial information, pricing, costs, potential customer and customer information, customer buying habits, customer account information, marketing plans, marketing strategies, forecasts, new services, software, software documentation, financial statements, budgets, projections, and customer and supplier, shipper, and vendor lists, which may be of value to a competitor. Contractor agrees to keep all such information confidential and not to discuss or divulge any of it to anyone other than appropriate Company personnel or their designees.  Confidential Information shall remain so notwithstanding its availability to third parties by Company.  

Non-Circumvention. 
During Contractor’s assignment with the Company, and for a period of eighteen (18) months thereafter, Contractor will not, without the express written consent of the Company, directly or indirectly contact, discuss, or transact business with, any Customer or prospective customer of Company. The Customers and prospective customers of Company, including their names, and contact information, are and shall remain property of the Company.  Contractor agrees that Contractor shall make no effort to circumvent these terms in an attempt to gain commissions, fees, or considerations for its own benefit. Unless the parties agree otherwise the Contractor understands and agrees that Contractor is providing services to Company only and must be imperceptible to any Customer or prospective customer.

Non-Solicitation.  
Contractor agrees that, during its engagement with Company and for a period of two (2) years following the termination of this Agreement, regardless of the reason for such termination, Contractor will not, without the express prior written consent of Company, either directly or indirectly, for itself or through, on behalf of or in conjunction with any other individual or entity:  (a) divert or attempt to divert, or assist or attempt to assist anyone else in diverting, any business or any existing or potential customer of either of Company to any competitor of Company; or (b) circumvent or attempt to circumvent the relationship between Company and its customers or potential customers; or (c) employ or seek to employ any person who was employed by Company at any time during Contractor’s engagement by Company or is at that time employed by Company, or otherwise to induce such person to leave its employment thereafter.


Non-Disparagement.
The Parties hereby agree not to make any statement, or engage in any conduct, that is disparaging or that may be considered derogatory or harmful to the good name and business reputation of the other, or any of their officers, directors, managers, members, partners, agents or employees.  This includes, but is not limited to, any statement, written or oral, that criticizes, ridicules or disparages the other, or any other aspect of the business of the other or any of their officers, directors, managers, members, partners, agents or employees.

No Conflicting Agreements.
Consultant represents that Consultant has not brought, and will not bring to the Company, and will not use in the performance of any responsibilities for the Company, any materials or documents of a former employer or client that are not generally available to the public, unless Consultant has obtained the express written consent of such former employer or client for their possession and use. Moreover, Consultant represents that the performance of this Agreement and as a consultant of the Company does not and will not breach any agreement or relationship of trust and confidence Consultant may have with any third party, whether oral, written or implied. Consultant agrees that Consultant has not entered into and will not enter into any agreement in conflict with this Agreement.

Termination.
The Company may terminate this Agreement at any time by giving written notice to the Contractor of such termination and specifying the effective date thereof. Contractor shall, in the event of such termination, be entitled to receive compensation only for services rendered hereunder, prior to such termination.  The Contractor may terminate this Agreement at any time by giving fifteen (15) days prior written notice to the Company. Upon termination or other expiration of this Agreement, each party will assist the other party in the orderly termination of this Agreement and the transfer of all aspects hereof, tangible or intangible, as may be necessary for the business continuation of each party.

Assignment.
Performance under this Agreement shall not be assigned or subcontracted by Contractor without the prior written consent of the Company. The Company hereby reserves the right at its sole option to reject any subcontractor suggested by Contractor. If the Contractor assigns any individual or third party to complete any of the work Contractor will disclose the name, address and identity of such individual or third party and will deliver to the Company a fully executed confidentiality agreement prior to work commencing.  Contractor acknowledges that any individuals assigned by Contractor to perform work related to this agreement are not employees of Company, and the Contractor or individual shall be responsible for any and all employment benefits, tax withholding or insurance coverage for such employees.
Governing Law. This Agreement is deemed to be made under and shall be construed according to the laws of the State of Nevada. 

Taxes.
Contractor is responsible for the payment of any income or other taxes imposed on Contractor or the delivery of work with respect to this Agreement.
Remedies for Breach.  In the event of Contractor’s actual or threatened breach or breach of any provision contained in this Agreement, the Company, in addition to all other rights, shall be entitled to an injunction restraining Contractor therefrom.  Nothing herein shall be construed as prohibiting the Company from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages from Contractor.  The prevailing party is entitled to recover any and all court costs, reasonable attorney fees and any other costs or charges reasonably necessary to adjudicate the controversy.
Relationship.  This document shall in no way be construed as being an Agreement of partnership in such a way that any of the individual parties to this Agreement shall have any claim against any separate dealings, ventures, or assets of any other party, nor shall any party be liable for any other party’s commitments or liabilities in business or personal dealings or situations.

Contractor Indemnification. 
Contractor shall indemnify and hold harmless Company and/or any of its respective parents, subsidiaries, affiliates, successors and assigns, and their respective shareholders, directors, officers, principals, members, employees, agents, insurers, attorneys and/or representatives against any claim, action, demand or damages or threat thereof, be asserted against Company, and/or any of its respective parents, subsidiaries, affiliates, successors ad assigns, and their respective shareholders directors, officers, principals, members, employees, agents, insurers, attorneys and/or representatives arising out of or related to Contractor’s alleged violation of any law, regulation or ordinance, contract provision or other obligations that Contractor may have or arising out of or related to Contractor’s acts, omissions and/or representations in connection with its performance of its duties under this Agreement.
Notice. Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party’s last known business address.

Severability. 
Each provision of this Agreement shall be treated as a separate and independent clause, and the unenforceability of any one clause shall in no way impair the enforceability of any of the other clauses herein.

Modification; Waiver.
This Agreement may not be modified or discharged, in whole or in part, and no provision hereof may be waived, except in writing agreed to by the Parties. No waiver of any provision on a particular occasion will affect the enforceability of such provision on subsequent occasions, and no waiver of any particular provision will affect the enforceability of any other provision. 

Entire Agreement.
This Agreement embodies the entire agreement between the parties and shall supersede all previous negotiations, commitments and writings. Any subsequent alteration or modification to this Agreement must be made in writing and signed by both parties.  

Governing Law.
This Agreement shall be governed by the laws of the state of Nevada. The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of any other provision.

IN SUBMISSION WHEREOF, the parties have executed this Agreement as of the date first written above. 

MAYNESTREET, L.L.C.