THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) BETWEEN:

 

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CLIENT (the "Client")

Ezo’s Lift and Ship Corporation,

P.O. Box 7400, Wesley Chapel FL, 33545

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CONTRACTOR (the "Contractor")

You, the undersigned contractor.

You may enter this Agreement as a Individual or as a Corporate Entity.

 

BACKGROUND

The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.

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The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

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IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

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SERVICES PROVIDED

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Service”):

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Business-to-Business courier and delivery.

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Business-to-Consumer pick-up and delivery from local retail store purchase to personal residences.

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Consumer-to-Consumer pick-up and delivery from local person-to-person purchase to personal residences.

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The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to  provide such services to the Client
 

TERM OF AGREEMENT

The term of this Agreement (the “Term”) will begin on the date of this Agreement and will remain in full force and effect indefinitely until terminated as provided in this Agreement.

 

In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 14 day’s written notice to the other Party.

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In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party against all reasonable damages.

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This Agreement may be terminated at any time by mutual agreement of the Parties.

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Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon

termination of this Agreement.

     

PERFORMANCE

The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

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CURRENCY

Except as otherwise provided in this Agreement, all monetary amounts in this Agreement are in U.S. Dollars (USD).

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COMPENSATION

The Client will pay the Contractor according to the pay model that has been chosen by the Contractor. The pay model can be viewed here.  ("the Compensation")

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The Contractor will be paid weekly in accordance with a tracked delivery method of all completed deliveries, and daily if the Contractor has a PayPal account and if the Contractor chooses such payment option.

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In the event that this Agreement is terminated by the Contractor or the Client prior to completion of the Services, but where the Services have been partially performed, the Contractor will not receive any Compensation. 

 

The Compensation as stated in this Agreement does not include federal tax withholdings. Instead the Contractor will be issued a 1099-Miscellaneous Form from the Client the following year for any and all tax purposes.

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ADDITIONAL RESOURCES*

Compensation for the use of any supply, support or aid especially one that is readily and easily drawn when needed to help with completion of the performance of this Agreement must be reasonable and pre-approved by the Client.

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REIMBURSEMENT OF EXPENSES

The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.

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All expenses must be pre-approved by the Client.  

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CONFIDENTIALITY 

Confidential information (the “Confidential Information”) any data or information relating to the Client whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known, and where the release of that Confidential Information could reasonably be expected to

cause harm to the Client.

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The Contractor agrees that they will not disclose, divulge, reveal, report, or use for any purpose any Confidential Information which the Contractor has obtained, accept as authorized by the Client or as required by law.  The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

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OWNERSHIP OF INTELLECTUAL PROPERTY

All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations, or applications for registration and rights of any patents, copyrights, trademark, trade dress, industrial design and trade name (the “Intellectual Property”) that is developed or produced under this Agreement, is a “work made for hire” and will be the sole property of the Client. The use of Intellectual Property by the Client 

will not be restricted in any manner.

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The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client.  The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

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RETURN OF PROPERTY

Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation or Confidential Information which is the property of the Client.

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CAPACITY/INDEPENDENT CONTRACTOR

In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an

independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay or make contributions to any social security, local, state, or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying and complying with reporting requirements for all local, state, and federal taxes related to payments made to the Contractor under this Agreement.

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NOTICE(S)

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following address and/or emailed to the following email address:

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a. Ezo’s Lift and Ship Corporation

    P.O. Box 7400 Wesley Chapel FL, 33545

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b. Email Address: info@liftnship.com

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c. Contractor, Valid email

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d. Contractor, Mailing address

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INDEMNIFICATION

To the extent limited in accordance with the laws of the state of Florida, each Party agrees to indemnify and hold harmless and release the other Party and its respective directors, shareholders, officers, affiliates, agents, employees, and permitted successors, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and cost of any kind or amount whatsoever, which result from or arise out of any act of omission of the indemnifying Party, its directors, shareholders, officers, affiliates, agents, employees, and permitted successors. This indemnification shall not be limited in any way, by any limitation on amount or type of damages or compensation payable to, or for the indemnifying Party under workers' compensation, disability benefits or other employee  benefits acts.

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MODIFICATION OF AGREEMENT

Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing by each Party or an authorized representative of each Party.

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TIME OF THE ESSENCE

Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

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ASSIGNMENT

The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

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ENTIRE AGREEMENT

It is agreed that there is no representation warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

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GENDER

Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

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GOVERNING LAW

This Agreement will be governed by and constructed in accordance with the laws of the State of Florida.

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SEVERABILITY

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

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WAIVER

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

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FORCE MAJEURE

Each Party shall be excused from liability for failure or delay in performance of any obligation under this Agreement by reason of any event beyond either Party's reasonable control.  Including but not limited to;  Acts of God, fire, flood, explosion, earthquake or other natural forces, war, civil disputes, any strike or labor disputes.  Such excuse from liability shall be effective only to the extent and duration of the event(s) causing the failure or delay in performance, and provided that the Contractor has not caused such events to occur.  Notice of the Contractor's failure or delay in performance due to force majeure must be given to the Client within one (1) calendar day after its occurrence.  All delivery dates under this Agreement that have been affected by force majeure shall be tolled for the duration of such  force majerue.  In the event of a force majeure persists for thirty (30) days or more, then either Party may terminate this Agreement upon written notice to the other Party.

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