This Independent Contractor Agreement ("Agreement") is made as the effective date of Thursday, July 20, 2023 ("Effective Date") by and between Top Local Maids Corp (“Company”), with physical address located at 9913 Bayshore Bend - Austin, TX 78726, and the Contractor identified above by Contractor Name and Contractor Company (“Contractor Name and Contractor Company respectively”). In this Agreement, the party who is contracting to the services shall be referred to as "Company". The party who will be providing the services shall be referred to as "Contractor", and the party who will receive the services shall be referred to as “Customer(s)”.
1 - Description of Services
Contractor understands that Company is allowing Contractor to service its Customers in a designated region assigned to and accepted by Contractor. Beginning on the date identified above, Contractor agrees to provide to Company’s Customers, General Home, Apartments, Offices and Buildings Cleaning Service, Maid Service, and other Custom Services assigned to, accepted by Contractor and described, along with its pay rate, on “Invoicing Memorandum” which is hereby, incorporated to this agreement by reference. Contractor may, under its own discretion, assign as many employees or subcontractors (under Contractor's responsibility) to execute and complete a service, unless such service has been pre-negotiated with Customer and determined by Company that a specific number of workers would be necessary or required.
2 - Ownership Transfer Rights
Contractor is entitled to execute the option to transfer the Ownership Rights of the Customer Account a service is being provided to, once at least 12 Recurring Service Sessions is completed. Once the 12th (Twelfth) Recurring Service Session is completed and upon Contractor formal request either by email, messenger or any other form or method currently being used by Company, Customer and Contractor will be both notified electronically by Company about such Ownership Transfer Rights which will become effective immediately as of the date and time of the notification. Such electronic means of communication, becomes an official written notice to all parties involved and part of this agreement.
By definition, Ownership of a Customer Account means that Contractor - as an Individual or as Business, becomes the entity with full rights of management, including full rights direct communication, full rights to collect any payments or proceeds for services rendered to the Customer account in question. At the same time, Company will cease the initiation of any direct communication with Customer, including phone calls, emails or any marketing campaigns currently in place. In the event a Customer initiates a contact with Company, Company will request Customer to contact Contractor directly.
Ownership Transfer request must be submitted to Company no later than 48 hours prior to Customer next scheduled service.
3 - Payment for Service Invoices
Company will pay Contractor for each job invoiced according to Company’s price list and payment schedule then in effect. Company may amend or change the price list and payment schedule by giving Contractor prior notice thereof prior to any pay period. The terms and conditions of Company’s “Invoicing Memorandum” are hereby incorporated into this Agreement by reference.
Upon termination of this Agreement, Company reserves the right to withhold payment to Contractor until Contractor furnishes proof to Company that all obligations of Contractor to Company have been paid in full. As otherwise herein provided, any charge backs by Customer to Company, shall also be deducted from any payments to be made to Contractor. Cause for such charge backs include, but are not limited to, unrepaired faulty workmanship, unsatisfactory quality service or unresolved damage expenses that may exceed the retainage amount.
Contractor waives any and all rights it may have to any mechanics or similar liens against any property upon which the work is to be performed. 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 Company 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.
4 - Property Rights
Contractor and its officers, agents, employees and subcontractors during the term of this Agreement, will have access to and become familiar with various trade secrets, consisting of computer programs and applications, patterns, vendors, methods, automation practices and compilations of information, marketing materials, records and specifications of Company.
Neither Contractor nor its officers, agents, employees or subcontractors shall disclose to any of the aforesaid trade secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or any time thereafter. Contractor shall create and cause to be executed those documents necessary to make the contents of this provision binding upon its officers, agents, employees and subcontractors and provide evidence of same to Company upon the request of Company.
5 - Relationship of Parties
It is understood by the parties that Contractor is an Independent Contractor with respect to Company, and not an employee of the Company. Company will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Contractor.
Contractor fully understands that this Contractor Agreement does not create an employer-employee relationship. Contractor will operate as either a self-employed person or as an employer of other persons or both. As such, Contractor shall be independently responsible for payment of all federal, state and local taxes, including income and withholding for its employees, workers compensation, state disability insurance, social security, unemployment compensation, sales, property and gross receipts taxes and all other taxes and levies imposed upon employers or self-employed persons and shall indemnity defend and hold Company and its Customers harmless with respect to the same.
If required, a Form 1099-MISC will be sent to Contractor at year-end that will indicate Contractor’s income from services provided to Company during the course of the year. It is the sole responsibility of Contractor to keep track of any invoice deductions and/or operating expenses due to purchases, rents, damages, etc. In the event that Contractor is an individual, Contractor shall execute a “Certification of Independent Contractor Status” form and provide the same to Company.
6 - Guarantee of Work by Contractor
Contractor guarantees its work to be of the highest quality and free of any defects or faults arising from Contractor’s non-compliance with the procedures of Customer and/or standard industry specifications and procedures. Should faulty workmanship be found, Contractor agrees that Company shall either:
(1) Give Contractor 24 Hours to correct (or make arrangements to correct to Company’s satisfaction) any deficiencies before sending another party to do so (the resulting repair costs will be back charged against the Contractor’s invoice).
(2) Repair any deficiencies when found and levy any resulting repair costs against Contractor’s invoice. To the extent that Customer charges back Company for any work performed by Contractor, then Company shall not be liable for payments of any sums to Contractor for such charge back and shall be entitled to deduct such sums from any remaining monies owed to Contractor.
7 - Non-Compete Clause
In the course of Company’s utilizing the services of Contractor, both Contractor and its officers, agents, employees and/or subcontractors are placed in a position wherein they will gain specialized knowledge and experience and will establish personal relationships with the Customers of Company and gain access to a knowledge of confidential information, files, computer programs, applications, methods, marketing materials, employees, other Contractors and subcontractors. In consideration of this fact, Contractor covenants and agrees as follow:
7a - During the Term of this Agreement neither Contractor nor it’s officers, agents, employees or subcontractors shall directly, either as an employee, employer, consultant, principal, Contractor, stockholder, corporate officer, director, or in any other individual or representative capacity, engage in providing direct services of the same or a similar nature to those provided by Company to any Customer of Company for which Contractor was not already providing direct services prior to the execution of this Agreement and or to any Customer which Company still holds ownership. Exception is made to those Customers which Company has directly assigned the ownership to Contractor or under any case in which a written notice is provided to Contractor as part of this agreement.
7b - After termination of this Agreement, neither Contractor nor any of its officers, agents, employees or subcontractors shall solicit any Customers of Company for the purpose of providing the same or similar services as those provided by Company for a period of three (3) years, except for those Customers which Company has directly assigned the ownership to Contractor or under any case in which a written notice is provided to Contractor as part of this agreement.
7c - Contractor shall not be allowed to display his personal or business branding and direct contact information in any way, including but not limited to, displaying shirts, business cards, flyers, mail pieces, vehicle lettering or wrapping, written messages, phone number, email, website or any other form of branding that can identify Contractor directly or indirectly, nor shall Contractor be allowed to talk about its relationship with Company, except for those Customers which Company has directly assigned the ownership to Contractor or under any case in which a written notice is provided to Contractor as part of this agreement. Failure to comply with this provision, may result in Company pursuing any remedies available for such breach or threatened breach, including but not limited to, recovery of damages from Contractor through fines, back charges and penalties.
7d - Contractor shall create and cause to be executed those documents necessary to make the contents of this provision binding upon its officers, agents, employees and subcontractors and provide evidence of same to Company upon the request of Company. These covenants shall be construed as an agreement independent of any other provision of this Agreement; and the existence of any claim or cause of action of Contractor against Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Company of this covenant.
7e - In the event of a breach or a threatened breach by Contractor of its obligations under this Covenant Not to Compete, Contractor acknowledges that Company will not have an adequate remedy at law and shall be entitled to such equitable and injunctive relief as may be available to restrain Contractor from the violation of the provisions hereof. Nothing herein shall be construed as prohibiting Company from pursuing any other remedies available for such breach or threatened breach, including recovery of damages from Contractor through fines, back charges and penalties (ranging from $250.00 to $15,000.00 per incident) to be determined by Company, under its own discretion and according to an assessment of the damages it may have caused to Company.
8 - Term / Termination
The duration of this Agreement shall be deemed perpetual. Either party may terminate this Agreement by providing thirty (30) days advance written notice to the other party. At the time notice of termination is given by either party, Company may, under its own discretion, elect to have Contractor suspend further work on any pending projects and, in such event, Contractor shall not be entitled to payment for work not completed.
9 - Schedule Work Hours
Time is of the essence in this Contractor Agreement. Company does not require Contractor to report for work on any particular date or time. However, as a Company contracted by the Customer, Customer usually requests the work to be started between 7 AM and 5 PM, or as otherwise agreed upon in order for the scheduled work to be completed as soon as possible or in a timely manner on any given day. Customer may also designate a specific time of day for a particular work to be done because of any reason. Contractor shall use its best efforts to comport with the schedule work hours requested by Customer.
10 - Workload and Notice in Changes of Workload
Company does not guarantee a specific amount of work on any given day. Available work will be allocated on a first-come, first-served basis or according to Company’s own discretion. On days when work is limited, late arrival or an inferior end product may result in fewer jobs being allocated to a particular Contractor. Since Contractor offer its services to the general public and other companies, Contractor shall inform Company of Contractor’s workload capabilities and Company shall rely on such information in order to effectuate the orderly operation of its business.
Should a reduction in workload capacity become necessary, Contractor shall inform Company in writing at least fifteen (15) days before any actual reduction in work load capacity takes affect. Should no notice be given to Company, and due to such a lack of notice it becomes necessary for Company to pay others to complete Contractor’s work, Contractor shall be held responsible for any ensuing expenses incurred by Company in getting the work completed above what would normally have been charged by and paid to Contractor, had Contractor completed the work.
11 - Insurance Coverage
Contractor shall keep in force the following insurance coverage obtained at Contractors sole expense prior to commencing any work, and from time to time thereafter upon request:
11a - Commercial General Liability Contractor shall procure and maintain during the life of this contract, General Liability Insurance in an amount not less than $2,000,000 General Aggregate, $2,000,000 Products Completed or Operations Aggregate, $1,000,000 Personal and Advertising Injury including accidental death to any one person and in an amount not less than $1,000,000 on account of one occurrence and Property Damage Insurance in an amount of not less than $1,000,000 per occurrence. Should Contractor be an individual, an individual umbrella policy with the appropriate endorsements for business pursuits coverage shall be deemed acceptable, so long as the limitations on such coverage are not less than those outlined in this paragraph.
11b - Automobile Liability Insurance Contractor shall procure and maintain during the life of this contract, Automobile Liability Insurance with limits not less than $500,000 combined single limit applying to bodily injury and properly damage liability. Coverage should apply to any auto, including hired auto and non- owned auto.
11c - Workers Compensation Coverage Contractor shall procure and maintain during the life of this contract, Workers Compensation Insurance with statutory limits as provided by the state in which the work is to be performed or Employers liability of $100,000, whichever is greater.
12 - Confidentiality
Contractor may have had access to proprietary, private and/or otherwise confidential information ("Confidential Information") of the Company. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Company, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Company, and any and all trade secrets, customer lists, or pricing information of the Company. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential.
Contractor will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Contractor, or divulge, disclose, or communicate in any manner any Confidential Information. Contractor will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, Contractor will return to Company all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Contractor during the term of this Agreement.
13 - Injuries
Contractor acknowledges the Contractor's obligation to obtain appropriate insurance coverage for the benefit of the Contractor (and Contractor's employees, if any). Contractor waives any rights to recovery from the Company for any injuries that the Contractor (and/or Contractor's employees) may sustain while performing services under this Agreement and that are a result of the negligence of the Contractor or the Contractor's employees. Contractor will provide Company with a certificate naming Company as an additional insured party.
14 - Indemification
Contractor does hereby indemnify and hold Company and Customers, along with their respective officers, directors, shareholders, agents and assigns, harmless from and against any and all claims, demands, suits, or proceedings of any kind, which might be brought against, under or though Contractor. This indemnification shall include any and all damages, losses, costs or expenses including attorney’s fees, paralegal fees, expert witness fees and other litigation expenses, including any and all appeals or arbitrations, incurred in defending against any such claims.
15 - Remedies for Breach of Contract
In addition to any other remedies which Company may have against Contractor upon a breach of this Contract by Contractor, Company shall also have such remedies as may be available to it at both law and in equity and shall also be entitled to recover from Contractor all attorney’s fees, paralegal fees, expert witness fees and other costs of litigation including any and all appeals or arbitrations incurred by Company, whether in enforcing this Contract or individual jobs or project, or in defending claims made against it by Contractor.
In the event Company’s unilateral right to attorney’s fees makes such right reciprocal under applicable law, then Company and Contractor agree that neither party shall be entitled to an award of reasonable attorney’s fees. Furthermore, Contractor waives any right it may have to demand a jury trial in the event of litigation. Notwithstanding this provision, the parties agree that if any dispute or difference of any kind whatsoever arises between the parties in connection with or arising out of this Contractor Agreement, including without prejudice to the generality of the foregoing, any questions regarding its existence, validity, termination or the execution of the Agreement, whether before or after determination, abandonment or breach of the Agreement, the dispute or difference shall be referred and finally settled by Arbitration under the Rules of the American Arbitration Association by a single mutually agreed upon arbitrator appointed under such Rules.
In the events the parties cannot agree upon a mutually agreeable arbitrator within sixty (60) days after written notice by either party to implement this arbitration provision, the arbitration shall be conducted by three arbitrators appointed under such Rules. The place of arbitration shall be in Austin, Texas. The award of the arbitrator or arbitrators shall be final and binding on the parties and not subject to any appeal.
16 - No Right to Act as Agent
An "employer-employee" or "principal-agent" relationship is not created merely because (1) the Company has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Company has or retains the right to stop work done improperly. The Contractor has no right to act as an agent for the Company and has an obligation to notify any involved parties that it is not an agent of the Company.
17 - Entire Agreement
This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
18 - Waiver of Breach
The waiver by Company of a breach of any provision of this Agreement by Contractor shall not operate or be construed as a waiver of any subsequent breach by Contractor.
19 - Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
20 - Applicable Law
This Agreement shall be governed by the laws of the State of Texas.
21 - Signatories
This Agreement shall be signed on behalf of Top Local Maids, Corp. by Neylor Silva - the Owner of the Company, and by Contractor or its legal representatives.
22 - Proprietary Software and Website Tools License
Contractor understands and agrees that Company's Proprietary Software, Web Tools, Website Hosting, Marketing Tools and Strategies to generate new leads, manage services and Customer Accounts will be made available to Contractor as part of the Manageability and Jobs Assignment process.
This set of Softwares and Web Tools are made available as part of all the Business and Workflow Processes established and created by company to manage its services and assign jobs to Contractors. Optionally, this set of Softwares and Web Tools may also be available to Contractor for its own use and benefit as part of its own efforts to generate leads and customers to sustain its own business. This set of Softwares and Web Tools are managed directly by Contractor and are completely independent from Company.
23 - Invoice Memorandum
In consideration of the Payment for Invoices and Services rendered described in Section # 1 and Section # 2 of this agreement, this Invoice Memorandum becomes part of this agreement.
Working periods are considered as any work performed from Sunday (the first day of the working period) to Saturday (the last day of the working period). Invoices for services provided must be submitted no later than the immediate Monday at 3PM CST that follows the working period. Invoices must be crosschecked and approved by Company. Payments of such invoices are to be issued by check or any other method at Company’s own discretion, and sent to Contractor’s address indicated on this agreement or otherwise indicated by Contractor, no later than Friday – of that same week after the deadline for an invoice to be submitted or exactly four (4) days after Monday’s deadline.
Compensations to Contractor are paid according to the amount indicated on the Service Order accepted by Contractor at the time of Job Assignment and for up to 10 Service Sessions, which at that point, Contractor becomes entitled to claim Ownership Rights of the account according to Section # 2 (Ownership Transfer Rights) above.
Contractor must communicate to Company, either by email, messenger or any other form or method currently being used by Company, its desire to have such Ownership Transfer Rights executed. In order to avoid confusion and any misunderstanding with both - Customer and Contractor, such request must be received by company, no later than 48 hours prior to Customer next scheduled service.
In the event Contractor does no communicate its desire of Ownership Transfer, Customer Account will remain under Company's management which will then be entitled to a Management Fee of 15% (Fifteen) of the service cost in order to cover management costs and payment processing fees. Company may, under its own discretion and upon a hardcopy or electronically written notice to contractor, change this compensation structure at anytime.
24 - Certification of Independent Contractor Status
I certify that I am, either as an individual or as a representative of my own company, qualified as an Independent Contractor. I further certify and assure Top Local Maids Corp, its officers and representatives, that I am personally responsible for compliance with all applicable laws, including tax laws of the United States of America.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the day and year first above written.
Contract Acknowledge and electronic signature
I, Name, hereby electronically sign this agreement and acknowledge that I have read, understood, and agree to be bound by all the terms and conditions set forth in this contract with Top Local Maids Corp. By entering my name in this input box, I affirm that I am legally authorized to enter into this agreement, and this electronic signature shall have the same legal effect as a handwritten signature.
