Todoolie L.L.C INDEPENDENT CONTRACTOR AGREEMENT

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This Independent Contractor Agreement is entered into between the contractor and Todoolie L.L.C

1.      Services.

1.      Nature of Services.  Contractor will perform the services, as more particularly, described, but not limited to, on Exhibit A, for Todoolie L.L.C as an independent contractor (the “Services”).  The Services have been specially ordered and commissioned by Todoolie L.L.C.  To the extent the Services include materials subject to copyright, Contractor agrees that the Services are done as “work made for hire” as that term is defined under U.S. copyright law, and that as a result, Todoolie L.L.C will own all copyrights in the Services. Contractor will perform such services in a diligent and workmanlike manner and in accordance with the schedule, if any, set forth in Exhibit A.  The content, style, form and format of any work product of the Services shall be completely satisfactory to Todoolie L.L.C and shall be consistent with Todoolie L.L.C’s standards. Except as specified on Exhibit A, Todoolie L.L.C agrees that Contractor's services need not be rendered at any specific location and may be rendered at any location selected by Contractor.  Contractor hereby grants Todoolie L.L.C the right, but not the obligation, to use and to license others the right to use Contractor's, and Contractor’s employees’, name, voice, signature, photograph, likeness and biographical information in connection with and related to the Services.

2.      Relationship of the Parties.  Contractor enters into this Agreement as, and shall continue to be, an independent contractor.  All Services shall be performed only by Contractor.  Under no circumstances shall Contractor look to Todoolie L.L.C as his/her employer, or as a partner, agent or principal.  Contractor shall not be entitled to any benefits accorded to Todoolie L.L.C's employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor will be provided 3rd party liability insurance. Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation and other insurance that does not include 3rd party liability insurance, as well as licenses and permits usual or necessary for conducting the Services.

3.      Compensation and Reimbursement.  Contractor shall be compensated and reimbursed for the Services.    Completeness of work product shall be determined by Todoolie L.L.C in its sole discretion, and Contractor agrees to make all revisions, additions, deletions or alterations as requested by Todoolie L.L.C.  No other fees and/or expenses will be paid to Contractor, unless such fees and/or expenses have been approved in advance by the appropriate Todoolie L.L.C executive in writing.  Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation.  Contractor hereby indemnifies and holds Todoolie LLC harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Todoolie L.L.C arising out of Contractor's failure with respect to its obligations in this Section 1.3.

4.      Personnel.  The Contractor represents and warrants to Todoolie L.L.C that performing Services hereunder will have (a) sufficient expertise, training and experience to accomplish the Services; and (b) executed agreements which state that (i) all work done by the contractor will be a work made for hire, as that term is defined under U.S. copyright law, and will owned by Contractor.

5.      Representations and Warranties.  Contractor represents and warrants to Todoolie L.L.C that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Todoolie L.L.C; that in performing under the Agreement; (b) Contractor will not violate the terms of any agreement with any third party; and (c) the Services and any work product thereof are the original work of Contractor, do not and will not infringe upon, violate or misappropriate any patent, copyright, trade secret, trademark, contract, or any other publicity right, privacy right, or proprietary right of any third party.  Contractor shall defend, indemnify and hold Todoolie L.L.C and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to Contractor's, or Contractor’s employees, breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor or Contractor’s employees.

2.      Termination of Agreement.

1.      Term.  This Agreement shall be effective from the date first listed above for the unless sooner terminated by either party in accordance with the terms and conditions of this Agreement (“Term”).  This Agreement is terminable by either party at any time, with or without cause, effective upon notice to the other party.  If Todoolie L.L.C exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately, except that Todoolie L.L.C shall be obligated to compensate Contractor for work performed up to the time of termination.  If Contractor exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately.  Additionally, this Agreement shall automatically terminate upon Contractor’s death.  In such event, Todoolie L.L.C shall be obligated to pay Contractor’s estate or beneficiaries only the accrued but unpaid compensation and expenses due as of the date of death.  

2.      Continuing Obligations of Contractor.  The provisions of Sections 1.1 (as relates to creation and ownership of copyright), 1.2, 1.3, 5.2, and 6 shall survive expiration or termination of this Agreement for any reason.

3.      Additional Provisions.

1.      Governing Law and Attorney’s Fees.  This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its choice of law principles.  The parties consent to exclusive jurisdiction and venue in the federal and state courts sitting in Wayne, County Michigan.  In any action or suit to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees, costs and other expenses.  

2.      Binding Effect.  This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto.  Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Todoolie L.L.C’s prior written consent which may be withheld as Todoolie L.L.C determines in its sole discretion.  Any such purported assignment shall be void.

3.      Severability.  If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.

4.      Entire Agreement.  This Agreement, including the Exhibits, constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties.

5.      Injunctive Relief.  Contractor acknowledges and agrees that in the event of a breach or threatened breach of this Agreement by Contractor, Todoolie L.L.C will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement.

6.      Contractor’s Remedy.  Contractor’s remedy, if any, for any breach of this Agreement shall be solely in damages and Contractor shall look solely to Todoolie L.L.C for recover of such damages.  Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Contractor shall look solely to Todoolie L.L.C for any compensation which may be due to Contractor hereunder.

7.      Agency.  Contractor is not Todoolie L.L.C’s agent or representative and has no authority to bind or commit Todoolie L.L.C to any agreements or other obligations.

8.      Amendment and Waivers.  Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by a writing signed by the party to be bound.  The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default.  The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.

9.      Time.  Contractor agrees that time is of the essence in this Agreement.

10.   Notices.  Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above.  Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail.  Any party may change its address for such communications by giving notice to the other party in conformity with this section.

11.   Equipment The contractor shall not use their own equipment while performing a service. All equipment is to be supplied by the third party who hired the contractor to perform the service specified for them.

12.   Reliability clause In order to guarantee a safe environment for all parties involved, it is required by the contractor to have health insurance, whether personal or under a family plan, and parental consent if under the age of 18.

13.   Minors Clause the following are enforced for contractors under the age of 18. Combined hours of school and work cannot exceed 48 hours in a workweek. A minor may not work more than six days in a week. 14- and 15-year-olds may not work after 9 p.m. or before 7 a.m. 14- and 15-year-olds may not work during school hours. A minor age 16 or older shall not work before 6 a.m. or after 10:30 p.m., Sunday through Thursday.  A minor age 16 or older shall not work before 6 a.m. or after 11:30 p.m. Fridays and Saturdays, during school vacation periods, and during periods when a minor is not regularly enrolled in school. Minors are limited to working no more than 10 hours in a day, with a weekly average of 8 hours per day. Legal guardian must sign this agreement in addition to the minor.

14.   Compensation *As of June 24th, 2017 contractors will be paid by the employer a base rate of $15/hour for any of the services provided by the contractor (see Exhibit A). In exchange for connecting the independent contractor to the employer, Todoolie L.L.C will take a minimum of 20% of each transaction so that the adjusted compensation rate for independent contractors is up to $12/hour.

15.   Driving Agreement As a driver I understand that drivers must rely on their own personal liability insurance for protection against negligence suits. Under the current interpretation of Michigan No-Fault Insurance, a child's parents' insurance covers him/her in case of injury while riding in my automobile. Any driver and/or owner of a private automobile is responsible for liability incurred to the extent that s/he would be in the normal operation of the vehicle. I further understand and agree that drivers are responsible for following rules and regulations set forth for drivers with restrictions by the State of Michigan. Different restrictions are set on drivers with a level 1, 2 or 3 restricted licenses and a full list of permissions and responsibilities that must be followed are found in Section 257.310e of the Michigan Vehicle code act 300 of 1949. I have a current valid Michigan driver's license. Furthere, I carry liability insurance that is current in keeping with Michigan No Fault Insurance law.

 

 

EXHIBIT A

Description of Services

  Independent Contractor Agreement between Todoolie, a Michigan L.L.C , and the contractor (user filling out the online form on Todoolie.xyz/contract)

Services to be provided by Contractor:

Additional Services may be added by parties by mutual agreement in writing.

Term of Agreement: Completion of Services

Work product to be delivered by Contractor (Check boxes as applicable, and set forth details as desired in space provided):

 Services offered by contractor

Yard Work & lawn care

Snow removal services

House cleaning (exterior & interior) – Contractor agrees not to use ladders or perform work on the roof of a house no matter any circumstance.

Moving Furniture/Household equipment (Washer, dryer, refrigerator, sofa, etc.)

Other

CAUTION:  THIS AGREEMENT AFFECTS YOUR RIGHTS TO INNOVATIONS YOU MAKE PERFORMING YOUR SERVICES. BE SURE TO READ AND UNDERSTAND THIS AGREEMENT. TODOOLIE L.L.C RESERVES THE RIGHT TO CHANGE THIS AGREEMENT.

 

 

           

             

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONTRACTOR: