A. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
B. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
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 and "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Contractor to provide the Client with services (the "Services") consisting of solving one or more computer related issues and providing technical consulting and solutions as agreed to verbally at the outset of each service call (the "Service Call").
2. 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
3. The term of this Agreement (the "Term") will begin at the start of the first remote session (the "Remote Session") as evidenced by the Client clicking the agree button (the "Agree Button") on the remote access software application and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 days' written notice to the other Party.
5. This Agreement may be terminated at any time by mutual agreement of the Parties.
6. Except as otherwise provide in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.
7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
8. Except as otherwise provide in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars) for clients in the United States, and CAD (Canadian Dollars) for clients in Canada.
9. For the services rendered by the Contractor as required by this Agreement, the Client will provide compensation (the "Compensation") to the Contractor of $0.35/minute for all work performed within the 2017 calendar year.
10. A deposit of $100.00 (the "Deposit") will be payable by the Client.
11. For the remaining amount, the Client will be invoiced after the Service Call is complete.
12. Invoices submitted by the Contractor to the Client are due within 3 business days of receipt.
13. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
Reimbursement of Expenses
14. The Contractor will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.
Penalties for Late Payment
15. Any late payments will trigger a fee of 10.00% per month on the amount still owing.
16. Confidential information (the "Confidential Information") refers to 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.
Collection of Data
16.5 Service Calls may be recorded for service notes and billing purposes. TeamViewer remote sessions are recorded for service notes and billing purposes. Service notes are recorded in a shared Google Doc and all client files are retained indefinitely and stored securely. No passwords or login information is ever stored or maintained. Call durations are logged automatically.
17 The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
18. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
Ownership of Intellectual Property
19. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, 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 the Intellectual Property by the Client will not be restricted in any manner.
20. 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.
Return of Property
21. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
22. 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. This 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 any contributions to, any social security, social insurance, local, state, provincial, or federal tax, unemployment compensation, employment insurance, workers' compensation, insurance premium, profit-sharing, pension plan 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, provincial, and federal taxes related to payments made to the Contractor under this Agreement.
23. 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 of this Agreement via email to firstname.lastname@example.org or to such other address as any Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b)two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.
24. Except to the extend paid in settlement from any applicable insurance policies, and to the extend permitted by applicable law, each Party agrses to indemnify and hold harmless the other Party, and its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act of omission of the indemnifying party, its respective directors, stockholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement, This indemnification will survive the termination of this Agreement.
25. A newly amended or modified version of this Agreement may be created at any time by the Contractor without prior written notice until such time as it is needed by a Service Call by the Client. In such case, the newly amended or modified version will become the current Agreement. All prior Agreements shall remain unaffected.
Time of the Essence
26. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
27. 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.
28. It is agreed that there is no representation, warranty, collateral agreement or condition affective this Agreement except as expressly provided in this Agreement.
29. This Agreement will enure to the benefit of and be binding of the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
30. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
31. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law for Clients in the United States
32a. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law or any other forum, by the laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Governing Law for Clients in Canada
32b. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law or any other forum, by the laws of the Province of Alberta, without regard to the jurisdiction in which any action or special proceeding may be instituted.
33. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in while or in 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.
34. 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.