1. Recitals.
THIS binding, AGREEMENT that will be in place for 1 year from the date of signing below, is made BETWEEN:
1. Ubernotary, Inc dba TheBestNotary.net, ( Company) ); and
2. The person or company named below signing this agreement ( Contractor ) collectively referred to as the Parties. Subject to the terms and conditions of this Agreement, the Company hereby engages the Contractor as an independent contractor to perform the services set forth herein, and the Contractor hereby accepts such engagement.
2. Duties, Term, and Compensation.
The Contractor’s duties, term of engagement, compensation and provisions for payment thereof shall be as set forth in the estimate previously provided to the Company by the Contractor and which is attached as Exhibit A, which may be amended in writing from time to time, or supplemented with subsequent estimates for services to be rendered by the Contractor and agreed to by the Company and which collectively are hereby incorporated by reference.
3. Expenses.
During the term of this Agreement, the Contractor shall NOT bill and the Company shall NOT reimburse [him or her] for any outofpocket expenses, which may be incurred in connection with the performance of the duties hereunder unless preapproved by the company. Notwithstanding the foregoing, expenses for the time spent by Contractor in traveling to and from Company facilities shall NOT be reimbursable.
4. Invoicing and Collections.
The Company will be responsible for the invoicing and collection of money in connection with the services performed by the Contractor.
5. Written Reports.
The Company may request that some reports be provided by Contractor as requested and it will be infrequently, if ever. A final results report (via email) shall be due at the conclusion of the document signing and shall be submitted to the Company in a confidential email report as soon as practical at the conclusion of each document signing. The results report shall be simple in nature but it is important to provide the Company with the report so that any problems or irregularities are addressed expediently.
6. Confidentiality.
The Contractor acknowledges that during the engagement [he or she] will have access to and become acquainted with various trade secrets, inventions, innovations, processes, client information, client records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The Contractor agrees that [he or she] will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, information, letters, notes, original artwork/creative, and similar items relating to the business of the Company, whether prepared by the Contractor or otherwise coming into [his or her] possession, shall remain the exclusive property of the Company.
Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the Contractor shall immediately deliver to the Company all such files, records, documents, specifications and information under his or her control.
7. Conflicts of Interest.
Nonhire Provision: The Contractor represents that [he or she] is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between the Contractor and any third party. Further, the Contractor, in rendering [his or her] duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which [he or she] does not have a proprietary interest.
The Contractor is expressly free to perform services for other parties while performing services for the Company. However the Contractor shall not, directly or indirectly solicit, or encourage leaving the Company’s engagement, any client or contractor of the Company for the duration of the Agreement.
8. Benefits.
As an independent contractor, Contractor is not eligible for and has no claim to medical benefits, profit sharing, vacation pay, sick pay, or any other benefits.
9. Merger.
This Agreement shall not be terminated by the merger or consolidation of the Company into or with any other entity.
10. Termination.
The Company may terminate this Agreement as well as the engagement of the Contractor immediately and without prior written notice to the Contractor.
11. Independent Contractor.
This Agreement shall not render the Contractor an employee, partner, or joint venturer with the Company for any purpose. The Contractor is and will remain an independent contractor in [his or her] relationship to the Company.
The Company shall not be responsible for withholding taxes with respect to the Contractor’s compensation hereunder. The Contractor shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.
12. Insurance.
The Contractor will carry and maintain Errors & Omissions insurance and a bond in addition to their notary relative to any service that [he or she] performs for the Company. Any lapse of insurance coverage or notary commission will prevent the Company from providing any assignments to the Contractor. Proof of insurance coverage, bonding and notary commission must be submitted to the Company for their files.
13. Successors and Assigns.
All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
14. Choice of Law.
The laws of the State of California shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.
15. Arbitration.
Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Yolo County in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof.
16. Headings.
Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
17. Waiver.
A waiver by one party hereto for breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
18. Assignment.
The Contractor shall not assign any of [his or her] rights under this Agreement, or delegate the performance of any of [his or her] duties hereunder, without the prior written consent of the Company. Assignment of document signing coverage to another party is not acceptable unless the Company is first advised of the situation and second, that the party being assigned the signing is an independent contractor with the Company.
19. Notices.
Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service.
If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as indicated at the bottom of this agreement.
20. Modification or Amendment.
No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.
21. Entire Understanding.
This document and any exhibit attached constitute the entire understanding and agreement of the parties and any and all prior agreements whether oral or in writing, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.
22. Unenforceability of Provisions.
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
23. Counterparts.
This Agreement may be signed in separate and distinct counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The parties hereto confirm that any facsimile or scanned copy of another party's executed counterpart of this Agreement (or its signature page thereof) will be deemed to be an executed original thereof.
24. Indemnification.
The Contractor hereby agrees to indemnify and hold harmless the Company against any and all liability, claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from any negligent act or omission of the Contractor in the performance and/or failure to perform within the Agreement including the negligent acts or omission of any direct or indirect agents or employees of the Contractor.
25. Authorized Agent on Federal Form I-9
Contractor understands that while signing an I-9 as an agent of the Company on behalf of the Client, the agent may be a commissioned notary public, the agent is not acting in the role of a notary public for the purposes of this agreement, and that verification of the employee's eligibility documents is not a notarial act. Contractor acknowledges that while acting as an agent, he or she is acting as a private citizen and that notarization is not required on the Federal Form I-9. Contractor is not liable for an employee providing falsified documents as the agent is simply acting on behalf of the Company to ensure the documents are reasonably valid.
26. Accident Waiver and Release of Liability.
Contractor acknowledges that operating a vehicle, motorcycle, bicycle or any other form of transportation whether public or private while traveling to and from assignments provided by the Company presents the potential for death, serious injury and property loss. Contractor, including his or her executors, administrators, heirs, next of kin, successors and assigns, hereby releases, waives and discharges the Company from any and all liability for his or her death, disability, personal injury, property damage, property theft, or actions of any kind which may hereafter accrue to Contractor while traveling to and from any assignment or task received from the Company, its directors, officers, employees, volunteers, representatives and agents.
Contractor hereby indemnifies, holds harmless and promises not to sue the Company as a result of any and all liabilities or claims made accruing from the travel to or from assignments provided by the Company or any of its representatives mentioned above—whether caused by the negligence of Contractor or otherwise. This accident waiver and release shall be construed broadly to provide release and waiver to the maximum extent permissible under the applicable law.
