Independent Contractor Agreement by FeSlQa


									                                                                                 Client’s Initials & Date: ______________

                                                       INDEPENDENT CONTRACTOR
                                                   MONTHLY RETAINER AGREEMENT

This Agreement is entered into as of the            day of        , 20      , between [Company Name]("the Client") and
     Jerry Falgout, d/b/a CAD for Pest Control ("Service Provider")

     Subject to the terms and conditions of this Agreement, the Client hereby engages the Service Provider as an
     independent contractor to perform the services set forth herein, and the Service Provider hereby accepts such

     The Service Provider will provide the following services on request, as needed by Client:

     a)   Create Pest Monitor Device and Service Location Maps
          i)    Using Computer-aided Design (CAD) technology, maps will be created from source drawings, hand-
                written notes and instructions to be provided by client via email.
          ii)   Upon completion, maps will be delivered to client via email in PDF file format
     b)   Create Pre-measured Site Inspection Graphs
          i)    Created from Target Lists to be provided by client
          ii)   2-D digital tracing of a sites outline from satellite imaging, transferred to 1/4" grid graph templates
          iii) Close-to-accurate satellite measurements are calibrated to scale
          iv) Both area and perimeter dimensions applied with supplemental information
          v)    Upon completion, maps will be delivered to client via email in PDF file format.
     c)   Establish Target Market Digital Library of Pre-measured Site inspection Graphs
          i)    Utilizing online databases, industry organizations and other business list sources, Service Provider will
                study and develop a list of relevant companies to compare with Clients own existing database
          ii)   Service Provider will validate target list in specified metro area with direct phone calls and website
          iii) Service Provider and Client will work directly to merge and finalize the database of targeted facilities
          iv) Service Provider will create and deliver Site Inspection Graphs of all facility sites in specified Metro Area
                Target Markets with available satellite imagery to client at the maximum rate of 25 graphs per week

     Client agrees to a continuous service Retainer for services at the rate of $          per month. Client agrees to pay
     the full amount of the monthly retainer on the first of the month in advance of any services rendered and that this
     fee will be automatically debited from your credit card account. If payment is not received by the 5 day of the
     month, or credit card is declined, services may be discontinued and any work performed will be billed on a per-
     project rate. Payments rendered are considered fully earned and non-refundable. It is incumbent upon Client to
     utilize the support he/she has paid for each month.

     Client agrees that any additional services beyond the scope of services and in addition to the number of hours
     set forth in this Agreement outlined above will be negotiated and billed separately from the monthly retainer fee.

                                                        Page 1 of 5
                                                                                    Client’s Initials & Date: _______________

     Client will provide all content, source drawings such as site maps, floor plans, outlines, photos, etc., necessary
     for any special projects. Client is responsible for furnishing all pertinent information, and for furnishing accurate,
     truthful and complete information necessary for The Service Provider to perform or complete the contracted
     services or project.

6)   TERM
     This Agreement shall commence on [DATE] and shall continue in full force and effect through [DATE] or earlier
     upon completion of the Service Provider’s duties under this Agreement.

     This Agreement shall not render the Service Provider an employee, partner, agent of, or joint venturer with the
     Client for any purpose. The Service Provider is and will remain an independent contractor in his relationship to
     the Client. The Client shall not be responsible for withholding federal or state taxes, with respect to the Service
     Provider’s compensation hereunder. The Service Provider shall have no claim against the Client 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.

     Client agrees that the accuracy of information supplied to Service Provider is the sole responsibility of Client, and
     that Service Provider is not responsible and shall not be held liable for the results of services performed on the
     basis of inaccurate, incomplete or untruthful information furnished by Client. Client assumes full responsibility for
     acceptance of work or services performed and agreed upon, as well as final proofing and accuracy. Service
     Provider is not responsible for errors or omissions. Corrections will be made at no charge if they are brought to
     Service Provider’s attention within 30 (thirty) days after project completion and acceptance. Corrections are not
     to be construed with changes.

     During the term of this Agreement, the Service Provider shall bill and the Client shall reimburse Contractor for all
     reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the
     duties hereunder.

     The Service Provider acknowledges that during the engagement he will have access to and become acquainted
     with various trade secrets, inventions, innovations, processes, information, records and specifications owned or
     licensed by the Client and/or used by the Client in connection with the operation of its business including, without
     limitation, the Client’s business and product processes, methods, customer lists, accounts and procedures. The
     Service Provider agrees that he 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 Client.

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                                                                                    Client’s Initials & Date: _______________

   All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original
   artwork/creative, notebooks, and similar items relating to the business of the Client, whether prepared by the
   Service Provider or otherwise coming into his possession, shall remain the exclusive property of the Client.
   Upon the expiration or earlier termination of this Agreement, or whenever requested by the Client, the Service
   Provider shall immediately deliver to the Client all files, records, documents, specifications, information, and
   other items in his possession or under his control.

   Client understands that Service Provider is not an employee, and that this will be a collaborative, professional
   relationship of equals where mutual professional respect, courtesy and consideration are expected. Due to the
   virtual nature of the relationship, Client understands the importance of communication, especially via email, and
   agrees to respond to questions, requests and communications from Service Provider in a timely manner. Client
   understands that Service Provider is a business with other clients to serve, and requires fair, realistic notice in
   order to attend to requests and projects. Poor planning or miscommunication on the part of Client will not
   constitute an emergency for Service Provider. Client understands that Service Provider may require detailed
   clarification of projects in order to meet expectations and provide the best support and highest quality work.

   The Service Provider represents that he is free to enter into this Agreement, and that this engagement does not
   violate the terms of any agreement between the Service Provider and any third party. The Service Provider is
   expressly free to perform services for other parties while performing services for the Client. Further, the Service
   Provider, in rendering his duties shall not utilize any invention, discovery, development, improvement, innovation,
   or trade secret in which he does not have a proprietary interest. During the term of this agreement, the Service
   Provider shall devote as much of his productive time, energy and abilities to the performance of his duties
   hereunder as is necessary to perform the required duties in a timely and productive manner.

   Office hours are Monday through Friday, 8:00 am to 5:00 pm CST. Email is to be the primary form of
   communication between Client and Service Provider. Service Provider is available for phone calls during office
   hours only. Occasional calls of only a few minutes in duration are not typically billed to Client. However, the time
   of both parties must be respected, and calls lasting over 10 minutes will be billed to Client. Meetings and
   appointments (whether in-house, on-site or by telephone) must be prescheduled.

   The Client may terminate this Agreement at any time by 15 working days’ written notice to the Service Provider.
   In addition, the Client may terminate if Contractor fails to perform his/her duties or materially breaches any
   obligation in the Agreement, and the failure or breach is not corrected within five days of receiving written notice
   from the Client; or if Contractor is unable to provide the services in this Agreement due to illness, death or
   disability. Service Provider may terminate this agreement if the Client materially breaches any obligation in the
   Agreement and such breach is not corrected within five days of receiving written notice from the Service
   Provider. Either party may terminate a monthly retainer agreement with at least 15 days written notice prior to
   the next billing date. Retainer payments are due in full at the first of the month for the entire month and are due
   unless prior advance written notification is received by the Service Provider.

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                                                                                Client’s Initials & Date: _______________

   Any waiver by either party of a breach or violation of any provision of this Agreement by the other party shall not
   operate or be construed as a waiver of any subsequent breach by either party. No waiver shall be binding
   unless executed in writing.

   If any provision of the Agreement shall be held to be invalid or unenforceable for any reason, the remaining
   provisions shall continue to be valid and enforceable

   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.

   This Agreement shall be governed by and construed according to the laws of the State of Texas, and shall not be
   construed against the drafter. The parties agree that any suit or action relating to this Agreement shall be
   instituted and commenced exclusively in Harris County, Texas, and the parties hereby waive the right to change
   such venue and hereby consent to the jurisdiction of such courts.

   No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties

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                                                                                          Client’s Initials & Date: _______________

            This agreement, and any exhibit attached, constitute the entire understanding and agreement of the parties, and
            any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their
            entirety and are of no further force and effect

            This Agreement and any amendments thereto may be executed in two or more counterparts, each of which shall
            constitute an original Agreement, but all of which together shall constitute one and the same Agreement.

        The terms and conditions of this Agreement may be modified or amended as necessary only by written instrument
        signed by both parties. By signing this Retainer Agreement, I indicate that I understand, agree to and accept the
        terms and conditions as contained herein, dated this [DAY] day of [MONTH], [YEAR].

CLIENT                                                             SERVICE PROVIDER

Authorized Signature                                               Jerry Falgout, Virtual Admin Consultant

                                                                   CAD for Pest Control
Printed Name                                                       3711 Luton Park Dr
                                                                   Houston, TX 77082

Title                                                              Tel.     832-428-5790
                                                                   Fax      281-497-2966
Business/Company Name

                                                                   MAKE CHECKS PAYABLE TO:

City, State, Zip                                                   CAD for Pest Control

Phone                          Cell Phone


Email Address



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